Filed by Falcon’s Beyond Global, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Fast Acquisition Corp. II
Commission File No.: 001-40214
Date: April 5, 2023
Falcon’s Beyond Launches E-commerce Shop
and Original Trading Card Game
Debuting today, Shop Falcon’s Beyond offers
a range of apparel, accessories, toys, and a new original trading card game based on the Katmandu franchise
Orlando, FL (April 5, 2023) — Following the grand opening of
Katmandu Park | Punta Cana, the Caribbean’s first world-class theme park, Falcon’s Beyond™ (“Falcon’s”
or the “Company”), a leading fully integrated global entertainment development company specializing in intellectual
property (IP) creation and expansion, today debuted its first e-commerce website, Shop Falcon’s Beyond™(shop.falconsbeyond.com).
“Shop Falcon’s Beyond is the ultimate destination for the
most extensive and compelling curated merchandise from our Katmandu Parks and the wider Katmandu franchise,” said Cecil D. Magpuri,
CEO of Falcon’s. “We are giving our fans the opportunity to extend their in-park experiences by providing the very best merchandise,
from apparel to homewares, collectibles to plush, Shop Falcon’s Beyond has something for everyone.”
The Falcon’s Beyond e-commerce shop is also the premier retailer
for the company’s new two-player trading card game (TCG), Katmandu: Age of Artifacts™. Age of Artifacts taps into the expansive
Katmandu™ universe and its rich, immersive storylines, to create an unmatched player experience, featuring quick, competitive gameplay
and hundreds of new Katmandu creatures and characters. Developed with Cryptozoic Entertainment, a leader in the trading cards industry,
the game is designed to appeal to casual players, as well as TCG enthusiasts and card collectors. Available now, the “Boro vs. Eldred”
starter kit includes two sets of starter decks, providing everything needed for players to duel against each other. New starter kits,
decks, booster packs, and other expansion sets are planned to be released regularly.
Details of Falcon’s e-commerce launch follows other recent transformative
news from Falcon’s Beyond, including the recent appointment of accomplished entertainment industry executive Simon Philips as the
company’s president and the grand opening of Katmandu Park | Punta Cana last month. Conceived and built by Falcon’s, the park
features cutting-edge, first-of-its-kind rides and attractions that immerse guests in the company’s original, proprietary Katmandu
franchise.
The park complements the recently opened Falcon’s Resort by Meliá
| All Suites Punta Cana, the first resort to open under the new leisure and entertainment-based brand, Falcon’s Resorts by Meliá™,
that offers a unique Resortainment™ hospitality experience.
Last year, Falcon’s Beyond announced plans to become a publicly
listed company through a definitive merger agreement with FAST Acquisition Corp. II (“FAST II”) (NYSE: FZT), a special purpose
acquisition company founded by Doug Jacob and headed by Sandy Beall. Upon the closing of the transaction, the new combined company will
be named “Falcon’s Beyond Global, Inc.” and is expected to be listed on Nasdaq under the ticker symbol “FBYD.”
More information about the transaction can be found in the Investor Relations section of Falcon’s website.
About Falcon’s Beyond
Headquartered in Orlando, Florida,
Falcon’s Beyond is a fully integrated, top-tier experiential entertainment development enterprise focusing on a 360° IP Expander
model. The Company brings its own proprietary and partner IPs to global markets through owned and operated theme parks, resorts, attractions,
patented technologies, feature films, episodic series, consumer products, licensing, and beyond. The Company has won numerous design
awards and provided design services in 27 countries around the world, turning imagined worlds into reality.
FALCON’S BEYOND, KATMANDU, and its related trademarks are owned by
Falcon’s Beyond.
Additional Information and Where to Find It
In connection with the proposed business combination, Falcon’s
Beyond Global, Inc. (“Pubco”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 (the “Registration Statement”), 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.
Investors and security holders can obtain free copies of the 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.
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. 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 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.
The Company 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, 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 included in amendments to the Registration Statement
for the proposed business combination when available.
No Offer or Solicitation
This press release 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.
Caution About Forward-Looking Statements
This press release includes certain statements that are not historical
facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters.
These forward-looking statements include, but are not limited to, the
expectation that the proposed transaction will occur and Pubco will be listed on Nasdaq and Falcon’s Beyond’s plans to release
branded retail merchandise and game-related products, new starter kits, decks, booster packs, and other expansion sets regularly. These
statements are based on various assumptions and on the current expectations of the Company, Pubco and FAST II and are not predictions
of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and
should not be relied on by an investor or others as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Falcon’s Beyond and FAST II. These forward-looking statements are subject to a number of risks and uncertainties,
including, but not limited to, the likelihood of which could be adversely affected by (1) changes in domestic and foreign business, market,
financial, political, and legal conditions in general and in the entertainment industry in particular; (2) the outcome of any legal proceedings
that may be instituted against FAST II, Falcon’s Beyond or Pubco following the announcement of the proposed business combination;
(3) the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any regulatory
approvals or the SEC’s declaration of the effectiveness of our prospectus/proxy statement are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect Falcon’s Beyond or the expected benefits of the proposed transaction or
that the approval of the requisite equity holders of FAST II is not obtained; (4) the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement;; (5) volatility in the price of FAST II’s or Falcon’s Beyond’s
securities; (6) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement
and consummation of the business combination; (7) the enforceability of Falcon’s Beyond’s intellectual property, including
its patents, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches
of data security; (8) any failure to realize the anticipated benefits of the proposed transaction; (9) risks relating to the uncertainty
of the projected financial information with respect to Falcon’s Beyond; (10) risks related to the rollout of Falcon’s Beyond’s
business and the timing of expected business milestones; (11) the effects of competition on Falcon’s Beyond’s business; (12) the
risk that the proposed business combination may not be completed by FAST II’s business combination deadline; (13) the amount of
redemption requests made by FAST II’s stockholders; (14) the ability of FAST II or Falcon’s Beyond to issue equity or equity-linked
securities or obtain debt financing in connection with the proposed transaction or in the future; (15) and those factors discussed in
the Registration Statement and FAST II’s final prospectus dated March 15, 2021 under the heading “Risk Factors,” and other documents
FAST II or Pubco has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither FAST
II nor Falcon’s Beyond presently know, or that FAST II or Falcon’s Beyond currently believe are immaterial, that could also
cause actual results to differ from those contained in the forward-looking statements. In addition, the forward-looking statements reflect
FAST II’s and Falcon’s Beyond’s expectations, plans, or forecasts of future events and views as of the date of this press release.
FAST II and Falcon’s Beyond anticipate that subsequent events and developments will cause FAST II’s and Falcon’s Beyond’s
assessments to change. However, while FAST II and Falcon’s Beyond may elect to update these forward-looking statements at some point
in the future, FAST II and Falcon’s Beyond specifically disclaim any obligation to do so. These forward-looking statements should
not be relied upon as a representation of FAST II’s and Falcon’s Beyond’s assessments as of any date subsequent to the date of this
press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts:
Media:
DKC Public Relations
Falcons@dkcnews.com
Investor Relations:
Brett Milotte, ICR
FalconsBeyondIR@icrinc.com
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