Current Report Filing (8-k)
December 02 2021 - 7:04AM
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 1, 2021
FAST
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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001-39462
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85-1338207
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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109
Old Branchville Rd.
Ridgefield,
CT 06877
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (201) 956-1969
Not
Applicable
(Former name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units,
each consisting of one share of Class A common stock and one-half of one redeemable warrant
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FST.U
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|
The
New York Stock Exchange
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Class
A common stock, par value $0.0001 per share
|
|
FST
|
|
The
New York Stock Exchange
|
Redeemable
warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
|
|
FST
WS
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|
The
New York Stock Exchange
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01. Other Events.
As
previously disclosed, on February 1, 2021, FAST Acquisition Corp. (the “Company”) entered into an Agreement and Plan of Merger
(as amended, the “Merger Agreement”) with Fertitta Entertainment, Inc., a Texas corporation (“FEI”), and the
other parties thereto, pursuant to which, among other things, FEI would become a wholly owned subsidiary of FAST Merger Corp. (the “Business
Combination”). On December 1, 2021, the Company received a notice from FEI that purported to terminate the Merger Agreement pursuant
to Section 9.01(a) thereof (the “Purported Termination Notice”), which provides that the Merger Agreement may be terminated
by either the Company or FEI if the closing of the Business Combination (the “Closing”) has not occurred by December 1, 2021
(the “Termination Date”), provided that such right to terminate is not available to any party whose action or failure to
fulfill any obligation under the Merger Agreement was the primary cause of such failure of the Closing to occur on or prior to such date.
A copy of the Purported Termination Notice is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
On
December 1, 2021, the Company sent a letter to FEI in response to the Purported Termination Notice stating, among other things, that
FEI is not permitted to terminate the Merger Agreement pursuant to Section 9.01(a) because FEI’s actions and failures to fulfill
its obligations under the Merger Agreement, including, without limitation, FEI’s failure to deliver the financial statements required
by Section 7.01(a) of the Merger Agreement no later than March 31, 2021, are unquestionably the primary cause of the failure of the Closing
to occur by the Termination Date, and, as such, FEI continues to be bound to its obligations under the Merger Agreement in all respects.
The Company further stated that it intends to take all necessary steps to protect itself and its investors. A copy of the Company’s
letter is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Important
Information about the Business Combination and Where to Find It
In
connection with the proposed Business Combination, FAST Merger Corp., a wholly owned subsidiary of the Company, filed a registration
statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”),
which includes a proxy statement/prospectus, and certain other related documents, which is both the proxy statement that was distributed
to holders of shares of the Company’s common stock in connection with its solicitation of proxies for the vote by the Company’s
stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as
the prospectus relating to the offer and sale of the securities of FAST Merger Corp. to be issued in the Business Combination. The Company’s
stockholders and other interested persons are advised to read the definitive proxy statement/prospectus, which was filed with the SEC,
as it contains important information about the parties to the Merger Agreement, the Company and the Business Combination. The Registration
Statement was declared effective on November 24, 2021 and the definitive proxy statement/prospectus was mailed to stockholders of the
Company as of the record date established for voting on the Business Combination and the other matters described in the definitive proxy
statement/prospectus. Stockholders may also obtain copies of the definitive proxy statement/prospectus and other documents filed with
the SEC that are incorporated by reference in the proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov,
or by directing a request to: FAST Acquisition Corp., 109 Old Branchville Rd. Ridgefield, CT 06877, Attention: Sandy Beall, Chief Executive
Officer.
Participants
in the Solicitation
The
Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders
with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests
in the Company is contained in the definitive proxy statement/prospectus and is available free of charge from the sources indicated above.
FEI
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of
the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information
regarding their interests in the Business Combination is contained in the definitive proxy statement/prospectus.
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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FAST
ACQUISITION CORP.
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By:
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/s/
Sandy Beall
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Name:
Sandy Beall
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Title:
Chief Executive Officer
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Dated:
December 2, 2021
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3
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