Current Report Filing (8-k)
March 03 2023 - 3:31PM
Edgar (US Regulatory)
0001839824
false
0001839824
2023-03-03
2023-03-03
0001839824
FZT:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnequarterOfOneRedeemableWarrantMember
2023-03-03
2023-03-03
0001839824
FZT:ClassCommonStockParValue0.0001PerShareMember
2023-03-03
2023-03-03
0001839824
FZT:RedeemableWarrantsEachWarrantExercisableForOneShareOfClassCommonStockEachAtExercisePriceOf11.50PerShareMember
2023-03-03
2023-03-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
March 3, 2023
FAST Acquisition Corp. II
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40214 |
|
86-1258014 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
109 Old Branchville Road
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 |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one share of Class A common stock and one-quarter of one redeemable warrant |
|
FZT.U |
|
The New York Stock Exchange |
Class A common stock, par value $0.0001 per share |
|
FZT |
|
The New York Stock Exchange |
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
FZT WS |
|
The New York Stock Exchange |
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) |
|
|
☐ |
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)) |
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 5.07. Submission of Matters to a Vote
of Security Holders.
On March 3, 2023, FAST Acquisition Corp. II (the
“Company”) held a special meeting of stockholders (the “Stockholder Meeting”). At the Stockholder Meeting, a total
of 22,674,553 (or 81.586%) of the Company’s issued and outstanding shares of Class A common stock and Class B common stock held
of record as of February 7, 2023, the record date for the Stockholder Meeting, were present either in person or by proxy, which constituted
a quorum. The Company’s stockholders voted on the following proposals at the Stockholder Meeting, each of which were approved. The
final vote tabulation for each proposal is set forth below.
Proposal 1. To approve
and adopt an amendment to the Company’s amended and restated certificate of incorporation to (i) change the date by which the Company
must consummate a business combination from March 18, 2023 to June 18, 2023, and (ii) to allow the Company, without another stockholder
vote, by resolution of the Company’s board, to elect to further extend this date in one-month increments, up to four additional
times (the “Extension Amendment Proposal”).
For |
|
Against |
|
Abstained |
22,098,829 |
|
575,724 |
|
0 |
Proposal 2. To approve
and adopt an amendment to the Company’s amended and restated certificate of incorporation to provide for the right of a holder of
Class B common stock of the Company to convert into Class A common stock on a one-for-one basis prior to the closing of a business combination
at the election of the holder (the “Founder Share Amendment Proposal”).
For |
|
Against |
|
Abstained |
22,098,885 |
|
350,664 |
|
225,004 |
Proposal 3. To approve
and adopt an amendment to the Company’s amended and restated certificate of incorporation to delete: (i) the limitation that the
Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001;
and (ii) the limitation that the Company shall not redeem public shares that would cause the Company’s net tangible assets to be
less than $5,000,001 following such redemptions (the “Redemption Limitation Amendment Proposal”).
For |
|
Against |
|
Abstained |
22,098,875 |
|
350,674 |
|
225,004 |
As there were sufficient votes to approve the Extension Amendment Proposal,
the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal, shareholder action on a fourth proposal, to approve
the adjournment of the Stockholder Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are
insufficient votes to approve the Extension Amendment Proposal, Founder Share Amendment Proposal, or Redemption Limitation Amendment Proposal,
was not required and the Company did not call the vote on that proposal.
In connection with the stockholders’ vote
at the Stockholder Meeting, 15,098,178 shares of the Company’s issued and outstanding Class A common stock were tendered for redemption.
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.
|
FAST ACQUISITION CORP. II |
|
|
|
By: |
/s/ Garrett Schreiber |
|
|
Name: |
Garrett Schreiber |
|
|
Title: |
Chief Financial Officer |
Dated: March 3, 2023
2
FAST Acquisition Corp II (NYSE:FZT)
Historical Stock Chart
From Jun 2024 to Jul 2024
FAST Acquisition Corp II (NYSE:FZT)
Historical Stock Chart
From Jul 2023 to Jul 2024