Item 7.01. Regulation FD Disclosure.
On February 14, 2023, Falcon's Beyond Global, Inc. ("Pubco"), a Delaware
corporation and a wholly owned subsidiary of Falcon's Beyond Global, LLC
("Falcon's"), filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4 (File No. 333-269778) (the "Registration
Statement") that includes a proxy statement/prospectus relating to the proposed
business combination (the "Business Combination") by and among FAST Acquisition
Corp. II, a Delaware corporation ("FAST II"), Falcon's, Pubco and certain other
parties as more fully described in the Registration Statement.
For additional information on the Business Combination, see the Registration
Statement filed by Pubco on February 14, 2023, which can be obtained without
charge at the SEC's website
(https://www.sec.gov/Archives/edgar/data/1937987/000121390023011615/fs42023_falconsbeyond.htm).
On February 15, 2023, FAST II and Pubco issued a press release announcing the
issuance of a letter to FAST II's stockholders regarding the filing of the
Registration Statement and the filing by FAST II on February 10, 2023 of a
definitive proxy statement in connection with the planned special meeting of
FAST II's stockholders to consider and vote upon certain amendments to FAST II's
charter, including an amendment to extend the date by which it must consummate
its initial business combination. The press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of FAST II under the Securities Act or the Exchange
Act, regardless of any general incorporation language in such filings. This
Current Report on Form 8-K will not be deemed an admission as to the materiality
of any information of the information in this Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find It
In connection with the Business Combination, Pubco has filed the Registration
Statement with the SEC, which includes a document that serves as a joint
prospectus of Pubco and proxy statement of FAST II, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to all FAST II
shareholders after the Registration Statement is declared effective by the SEC.
No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom. FAST II and Pubco will also file other documents regarding
the proposed Business Combination with the SEC. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS OF FAST II ARE URGED TO READ THE
REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
FAST II has filed with the SEC a definitive proxy statement (the "Extension
Proxy Statement") in connection with the special meeting of its stockholders
(the "Meeting") to consider and vote upon certain amendments to FAST II's
charter, including an amendment to extend the date by which it must consummate
its initial business combination (the "Extension") and, beginning on February
13, 2023, mailed the Extension Proxy Statement and other relevant documents to
its stockholders as of the February 7, 2023 record date for the Meeting. FAST
II's stockholders and other interested persons are advised to read the Extension
Proxy Statement and any other relevant documents that have been or will be filed
with the SEC in connection with FAST II's solicitation of proxies for the
Meeting because these documents will contain important information about FAST
II, the Extension and related matters.
Investors and security holders can obtain free copies of the Extension Proxy
Statement and Registration Statement, and will be able to obtain free copies of
amendments to the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC by FAST II or
Pubco through the website maintained by the SEC at www.sec.gov. The documents
filed by FAST II with the SEC also may be obtained free of charge upon written
request to 109 Old Branchville Road Ridgefield, CT 06877. The documents filed by
Pubco with the SEC may also be obtained free of charge upon written request to
6996 Piazza Grande Avenue, Suite 301, Orlando, FL 32835.
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Participants in the Solicitations
FAST II and its directors and executive officers may be deemed participants in
the solicitation of proxies from FAST II's stockholders with respect to the
proposed Business Combination and the Extension. A list of the names of those
directors and executive officers and a description of their interests in FAST II
is contained in FAST II's final prospectus related to its initial public
offering dated March 15, 2021, the Extension Proxy Statement and the
Registration Statement, each of which was filed with the SEC and is available
free of charge at the SEC's website at www.sec.gov. Additional information
regarding the interests of such participants will be contained in amendments to
the Registration Statement for the proposed Business Combination when available.
Falcon's and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of FAST II in
connection with the proposed Business Combination. A list of the names of such
directors and executive officers and information regarding their interests in
the proposed Business Combination is included in the Registration Statement for
the proposed Business Combination, which was filed with the SEC and is available
free of charge at the SEC's website at www.sec.gov. Additional information
regarding the interests of such participants will be contained in amendments to
the Registration Statement for the proposed Business Combination when available.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not
constitute a solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed Business Combination and shall not
constitute an offer to sell or a solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 the Securities Act of 1933, as amended, or an
exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press release, dated February 15, 2023.
104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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