NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
Note 1 — Description of Organization,
Business Operations and Basis of Presentation
FAST Acquisition Corp. (the “Company”)
is a blank check company incorporated in Delaware on June 4, 2020. The Company was formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business
Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with
emerging growth companies.
As of March 31, 2021, the Company had not commenced
any operations. All activity for the period from June 4, 2020 (inception) through March 31, 2021 relates to the Company’s formation
and the preparation of the initial public offering (the “Initial Public Offering”) described below, and since the Initial
Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until
after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form
of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December
31 as its fiscal year end.
The Company’s sponsor is FAST Sponsor, LLC,
a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering
was declared effective on August 20, 2020. On August 25, 2020, the Company consummated its Initial Public Offering of 20,000,000 units
(the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”)
at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.5 million, inclusive
of $7.0 million in deferred underwriting commissions (Note 5).
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private
Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase
one share of Class A common stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to
the Company of $6.0 million (Note 4). If the over-allotment option was exercised, the Sponsor could have purchased an additional amount
of up to 600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant.
Upon the closing of the Initial Public Offering
and the Private Placement, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering
and the Private Placement were placed in a trust account (“Trust Account”) located in the United States at JP Morgan Chase
Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and are invested only in U.S. “government securities,”
within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”)
which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion
of a Business Combination and (ii) the distribution of the funds held in the Trust Account as described below.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial
Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the
amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination.
However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required
to register as an investment company under the Investment Company Act.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
The Company will provide the holders (the “Public
Stockholders”) of the Company’s outstanding Public Shares with the opportunity to redeem all or a portion of their Public
Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business
Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing
requirements. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in
the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders
who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as
discussed in Note 5). As a result, such common stock has been recorded at redemption amount and classified as temporary equity in accordance
with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic
480 “Distinguishing Liabilities from Equity.”
The Company will proceed with a Business Combination
only if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in
an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by applicable law
or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company
will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the
redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents
with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the
Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with
a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may
elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder
approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares
(as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination
or don’t vote at all. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder
Shares and Public Shares in connection with the completion of a Business Combination.
The Certificate of Incorporation provides that
a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert
or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior
consent of the Company.
The Sponsor and the Company’s officers and
directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify
the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business
Combination within the initial Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’
rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem
their Public Shares in conjunction with any such amendment.
If the Company is unable to complete a Business
Combination within 24 months from the closing of the Initial Public Offering, or August 25, 2022 (as such period may be extended by the
Company’s stockholders in accordance with the Certificate of Incorporation, the “Combination Period”), the Company will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account (net of permitted withdrawals and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate
and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
The initial stockholders agreed to waive their
rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business
Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering,
they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete
a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting
commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination
Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund
the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets
remaining available for distribution (including Trust Account assets) will be only $10.00 or potentially less. In order to protect the
amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party
(except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company,
or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement
or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i)
$10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the
Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that
such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held
in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of
the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the
Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other
entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any
kind in or to monies held in the Trust Account.
Basis of Presentation and Principles of Consolidation
The accompanying consolidated
condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they
do not include all of the information and footnotes required by GAAP. In the opinion of management, the consolidated condensed financial
statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances
and results for the periods presented. Operating results for the periods three months ended March 31, 2021 are not necessarily indicative
of the results that may be expected through December 31, 2021 or any future period.
The consolidated condensed consolidated financial
statements of the Company include its wholly-owned subsidiary in connection with the planned merger. All inter-company accounts and transactions
are eliminated in consolidation.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging
growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period,
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
Proposed Business Combination
On February 1, 2021, the Company entered into
an agreement and plan of merger (the “Merger Agreement”) with Fertitta Entertainment, Inc., a Texas corporation (“FEI”),
FAST Merger Corp., a Texas corporation and direct subsidiary of the Company (“FAST Merger Corp.”) and FAST Merger Sub Inc.,
a Texas corporation and direct subsidiary of FAST Merger Corp. (“Merger Sub”), pursuant to which (i) the Company will change
its jurisdiction of incorporation to Texas by merging with and into FAST Merger Corp., with FAST Merger Corp. surviving the merger (the
“reincorporation”), and (ii) Merger Sub will merge with and into FEI with FEI surviving the merger (the “Merger”).
Upon consummation of the transactions contemplated by the Merger Agreement (the “Business Combination”), FEI will become a
wholly owned subsidiary of FAST Merger Corp., which is referred to herein as “New FEI.”
Upon the closing of the Business Combination (the
“Closing”), each share of common stock of the Company will be converted into one share of Class A common stock of New FEI
and all of the outstanding equity interests of FEI will be acquired for aggregate consideration that is currently valued at approximately
$1.97 billion. Such consideration will be paid to Tilman J. Fertitta, the sole stockholder of FEI, by the issuance of a number of shares
of Class B common stock of New FEI, calculated based on the aggregate closing date transaction value, as determined pursuant to the Merger
Agreement, and a $10 per share price of the Class B common stock. The value of the aggregate consideration will change between now and
the Closing based on (i) the difference between the net debt of FEI at the Closing and the current target net debt of $4.6 billion and
(ii) (x) the difference between the 60-day average closing stock price of a share of Golden Nugget Online Gaming, Inc. (“GNOG”)
as of the day prior to the Closing and $18.46, the closing stock price of GNOG on January 28, 2021, multiplied by (y) 31,350,625
(subject to adjustment by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination
or exchange of shares, or any other similar event between the date of the Merger Agreement and the Closing). In addition, in connection
with the Business Combination, FEI will complete an internal reorganization and spin out certain assets which are not intended to be part
of the Business Combination (the “Restructuring”).
The shares of Class B common stock of New FEI
will have the same economic terms as the shares of Class A common stock of New FEI, but the shares of Class B common stock of New FEI
will have 10 votes per share. The outstanding shares of Class B common stock of New FEI will be subject to a “sunset” provision
if Mr. Fertitta and other permitted holders of Class B common stock collectively cease to beneficially own at least 20% of the number
of shares of Class B common stock of New FEI collectively held by Mr. Fertitta and other permitted transferees as of the effective date
of the Business Combination.
It is anticipated that proceeds available from
the Company’s trust account, after giving effect to any and all redemptions and proceeds from private placements of shares of the
Company’s Class A common stock to occur immediately prior to the Closing, of which the Company currently has commitments for approximately
$1.24 billion of proceeds will be used to pay transaction expenses and to partially pay down FEI’s existing indebtedness.
The parties to the Merger Agreement have made
customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with respect to the conduct
of FEI, the Company and their respective subsidiaries prior to the Closing. Each of FEI, the Company, FAST Merger Corp. and Merger Sub
has agreed to use its reasonable best efforts to cause the Business Combination to be consummated as expeditiously as practicable.
The Closing is subject to certain conditions,
including, among other things, (i) approval by the Company’s stockholders, (ii) certain approvals or other determinations from certain
gaming regulatory authorities, as applicable, and the absence of a material adverse regulatory event with respect to FEI, (iii) the expiration
or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
(iv) the Company having at least $5,000,001 of net tangible assets at the Closing, (v) the receipt by Florida of certain tax opinions
regarding the tax qualification of the Business Combination and certain aspects of the Restructuring, and (vi) the effectiveness of the
Registration Statement (as defined below) and the listing of New FEI’s Class A common stock to be issued in the Business Combination
on the New York Stock Exchange (the “NYSE”). In connection with the execution of the Merger Agreement, Mr. Fertitta has delivered
a written consent approving the Merger Agreement and the Business Combination.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
Refer to the Company’s
current report on Form 8-K, filed with the SEC on February 1, 2021, for more information.
Liquidity and Capital
Resources
The accompanying consolidated condensed
financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other
things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2021, the
Company had approximately $0.5 million in its operating bank account and negative working capital of approximately $0.7 million.
The Company’s liquidity needs up to August
25, 2020 were satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below),
the loan under the promissory note pursuant to which the Sponsor on June 4, 2020 agreed to loan us an aggregate of up to $300,000 to cover
expenses related to the Initial Public Offering (the “Note”) and advancement of funds from a related party of to the Company to cover for offering costs in connection with the Initial Public Offering. The Company fully
repaid the Note and advances on August 25, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity
needs had been satisfied with the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition,
in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders
may, but are not obligated to, provide the Company Working Capital Loans (as defined below in Note 4). To date, there were no amounts
outstanding under any Working Capital Loans.
The Company does not
have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements.
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the
earlier of the consummation of the Business Combination or one year from the date of issuance of these financial statements.
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of these financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Summary of Significant Accounting
Policies
Use of Estimates
The preparation of financial statements in conformity
with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these
accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in the Trust Account
The Company’s portfolio of investments
held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government
securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading
securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and
losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest
held in Trust Account in the accompanying unaudited consolidated condensed statement of operations. The estimated fair values of
investments held in the Trust Account were determined using available market information. The Company withdrew $85,000 on interest from the Trust to pay franchise taxes during the three months ended March 31, 2021.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
Cash and Cash Equivalents
The Company considers all short-term
investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately
$0.5 million $1 million in cash as of March 31, 2021 and December 31, 2020, respectively. The Company did not have any cash equivalents, outside of funds held in the Trust Account, as of
March 31, 2021 or December 31, 2020.
Fair Value of Financial Instruments
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
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Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
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Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
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Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
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In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
As of March 31, 2021 and December 31, 2020, the carrying values
of cash, accounts payable, accrued expenses, prepaid expenses and franchise tax payable approximate their fair values due to the
short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S.
Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S.
Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted
prices in active markets.
Derivative Warrant Liabilities
The Company does not
use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial
instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The 10,000,000
warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,000,000 Private
Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the
warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities
are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the
Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and
Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair
value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair
value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed
market price of such warrants.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
Class A Common Stock Subject to Possible
Redemption
The Company accounts for its Class A common
stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from
Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and
are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature
redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events
not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common
stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that
are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly,
at March 31, 2021, 13,999,739 shares of Class A common stock subject to possible redemption are presented as temporary equity,
outside of the stockholders’ equity section of the Company’s consolidated condensed balance sheet.
Net Income (Loss) Per Common Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net loss
by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the
warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 16,000,000 shares of Class A common stock
in the calculation of diluted loss per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result,
diluted loss per common share is the same as basic loss per common share for the period presented.
The Company’s statement of operations includes
a presentation of income (loss) per common share for common stock subject to redemption in a manner similar to the two-class method of
loss per share. Net income (loss) per share, basic and diluted for Class A common stock is calculated by dividing the investment income
earned on the Trust Account, net of applicable income and franchise taxes, which resulted in $0 for the three months ended March 31, 2021,
by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for
Class B common stock is calculated by dividing the net loss of approximately $20.9 million, less income attributable to Class A common
stock, resulting in approximately $20.9 million by the weighted average number of shares of Class B common stock outstanding for the period.
Income Taxes
The Company follows the asset and liability method
of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed
immaterial as of March 31, 2021.
FASB ASC 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related
to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31,
2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
The Company may be subject to potential examination
by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning
the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state
and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change
over the next twelve months.
Recent Issued Accounting Standards
The Company’s management does not believe
that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
financial statements.
Offering Costs Associated with the Initial
Public Offering
Offering costs consisted of legal,
accounting, underwriting fees and other costs incurred in connection with the preparation for the Initial Public Offering. Offering
costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, and
presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to
shareholders’ equity upon the completion of the Initial Public Offering.
Note 3 — Initial Public Offering
On August 25, 2020, the Company consummated its
Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs
of approximately $11.5 million, inclusive of $7.0 million in deferred underwriting commissions.
Each Unit consists of one share of Class A common
stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase
one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).
Note 4 — Related Party Transactions
Founder Shares
On June 19, 2020, the Sponsor purchased 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the
“Founder Shares”) for an aggregate price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting
in an aggregate of 5,750,000 Class B common stock outstanding.
The initial stockholders agreed, subject to limited
exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion
of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company
completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders
having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if (1) the last
reported sales price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results
in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares
will be released from the lock-up.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
Private Placement Warrants
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants to the Sponsor, each exercisable
to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross
proceeds to the Company of $6.0 million. If the over-allotment option was exercised, the Sponsor could have purchased an additional amount
of up to 600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The over-allotment expired unexercised
on October 5, 2020.
A certain portion of the proceeds from the sale
of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account.
If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.
The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor
or its permitted transferees.
The Sponsor and the Company’s officers and
directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days
after the completion of the initial Business Combination.
Related Party Loans
In addition, in order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up
to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00
per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings
under the Working Capital Loans.
Administrative Services Agreement
The Company agreed that, commencing on the date that the Company’s
securities are first listed on the New York Stock Exchange and continuing until the earlier of the Company’s consummation of a Business
Combination and the Company’s liquidation, the Company will pay the Sponsor a total of $15,000 per month for office space, utilities,
secretarial and administrative support services provided to members of the Company’s management team. The Company paid the Sponsor
$45,000 for such services for the period ended March 31, 2021.
The Sponsor, officers and directors, or any of
their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s
behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s
audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or their affiliates.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
Note 5 — Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement
Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable
upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon
conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement. These holders will
be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
The underwriters were entitled to an underwriting
discount of $0.20 per unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35
per unit, or $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee
will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business
Combination, subject to the terms of the underwriting agreement.
Note 6 — Stockholders’ Equity
Preferred Stock — The Company
is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights
and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021 and December 30, 2020, there were
no shares of preferred stock issued or outstanding.
Class A Common Stock —
The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31,
2021 and December 3, 2020, there were 20,000,000 shares of Class A common stock issued or outstanding. Of the outstanding shares of
Class A common stock, 13,999,739 shares were subject to possible redemption at March 31, 2021 and 16,083,903 shares were subject to
possible redemption at December 31, 2020, and therefore classified outside of permanent equity.
Class B Common Stock —
The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On June 19,
2020, the Company issued 7,187,500 shares of Class B common stock. On August 4, 2020, the Company effected a share capitalization
resulting in an aggregate of 5,750,000 Class B common stock outstanding. As of March 31, 2021 and December 31, 2020, there were 5,000,000 shares of Class B
common stock issued outstanding.
Stockholders of record are entitled to one vote
for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock
will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.
The Class B common stock will automatically convert
into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits,
stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock or equity-linked
securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock
issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares
of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by
Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the
consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable
for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and
any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such
conversion of Founder Shares will never occur on a less than one-for-one basis.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
Note 7— Warrants
Public Warrants may only be exercised in whole
and only for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public
Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination
and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration
statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants
and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless
basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable,
but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts
to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of
the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.
If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business
day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration
statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above,
if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities
exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company
may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect
a registration statement, and in the event the Company does not so elect, it will use our best efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion
of a Business Combination or earlier upon redemption or liquidation.
The warrants have an exercise price of $11.50
per share, subject to adjustments. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities
for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price
of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by
the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account
any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued
Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for the funding of the initial Business Combination on the date of the consummation of the Company’s initial
Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20
trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price,
the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to
be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described
below under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 185% of the higher of
the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to
the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private
Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject
to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor
or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
Once the warrants become exercisable, the Company
may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):
|
●
|
in whole and not in part;
|
|
●
|
at a price of $0.01 per warrant;
|
|
●
|
upon a minimum of 30 days’ prior written notice of redemption; and
|
|
●
|
if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
If the Company calls the Public Warrants for redemption,
management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,”
as described in the warrant agreement.
In no event will the Company be required to net
cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates
the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they
receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly,
the warrants may expire worthless.
Note 8. Fair Value Measurements
The following table presents information
about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021
and December 31, 2020 by level within the fair value hierarchy:
March 31, 2021
Description
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
|
Significant Other
Unobservable Inputs
(Level 3)
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account
|
|
$
|
200,007,439
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative warrant liabilities -Public Warrants
|
|
$
|
29,000,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Derivative warrant liabilities -Private Warrants
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
18,240,000
|
|
December 31, 2020
Description
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
|
Significant Other
Unobservable Inputs
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account
|
|
$
|
200,067,535
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative warrant liabilities - Public Warrants
|
|
$
|
17,400,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Derivative warrant liabilities - Private Warrants
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
10,920,000
|
|
Transfers to/from Levels
1, 2, and 3 are recognized at the end of the reporting period. There were no transfers during the period.
FAST ACQUISITION CORP.
NOTES TO Unaudited
Condensed FINANCIAL STATEMENTS
The Company utilizes
a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period, with changes in fair value recognized
in the statements of operations. For the three months ended March 31, 2021, the Company recognized a charge from an increase in the fair
value of liabilities of approximately $18.9 million presented as change in fair value of derivative warrant liabilities on the accompanying
unaudited consolidated condensed statement of operations.
The following table provides
quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:
|
|
As of
March 31,
2021
|
|
Stock Price
|
|
$
|
12.52
|
|
Volatility
|
|
|
20.5
|
%
|
Expected life of the options to convert
|
|
|
5.25
|
|
Risk-free rate
|
|
|
0.98
|
%
|
Dividend yield
|
|
|
0.0
|
%
|
The change in the fair
value of the derivative warrant liabilities for the period for the three months ended March 31, 2021 is summarized as follows:
Warrant liabilities at January 1, 2021
|
|
$
|
28,320,000
|
|
Change in fair value of warrant liabilities
|
|
|
18,920,000
|
|
Warrant liabilities at March 31, 2021
|
|
$
|
47,240,000
|
|
Note 9 — Subsequent Events
The Company evaluated subsequent events and
transactions that occurred after the balance sheet date through the date unaudited consolidated condensed financial statements were
issued. Other than as described herein, the Company did not identify any subsequent events that would have required adjustment or
disclosure in the unaudited consolidated condensed financial statements.