FZT FAST Acquisition Corp II

 

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): July 7, 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 1.01. Entry into a Material Definitive Agreement.

 

Amendment to Merger Agreement

 

On July 7, 2023, Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”), Falcon’s Beyond Global, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Pubco”), Palm Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”), and FAST Acquisition Corp. II, a Delaware corporation (“SPAC”), executed the second amendment (the “Amendment”) to that certain Amended and Restated Agreement and Plan of Merger, dated as of January 31, 2023 (as amended, the “Merger Agreement”), among SPAC, the Company, Pubco and Merger Sub, which:

 

●

eliminated the Company’s termination right if the closing has not occurred on or before two days after the special meeting of SPAC’s shareholders to vote on the merger;

●

eliminated SPAC’s termination right if the Company enters into certain specified interim financing arrangements unless (a) the Company enters into such specified interim financing arrangements, (b) all other closing conditions have been satisfied and (c) the pro forma condensed combined financial information (which combines the historical financial information of SPAC and the Company) that is included in the Form S-4 at the time of its effectiveness, taking into account such specified interim financing arrangements, does not reflect the consolidation of Falcon’s Creative Group, LLC, a Florida limited liability company and a subsidiary of the Company, with the Company (the “Revised Interim Financing Termination”);

●

clarified that SPAC will be entitled to a termination fee of $6,250,000 (minus 25% of any amounts funded by Infinite under the Promissory Note (as defined below)) (the “Reduced Termination Fee”), which amount is half of the regular termination fee of $12,500,000 (minus 50% of any amounts funded by Infinite under the Promissory Note) (the “Full Termination Fee”), if the Company exercises its right to terminate if the closing condition related to the listing of Pubco shares on an approved exchange is not satisfied following the satisfaction of all other closing conditions (the “Pubco Listing Termination”) (in addition to if SPAC exercises the Pubco Listing Termination);

●

provides that the Full Termination Fee, rather than the Reduced Termination Fee, will be payable if the Merger Agreement is terminated pursuant to the Revised Interim Financing Termination (unless it is terminated at a time when SPAC or the Company could terminate the Merger Agreement pursuant to the Pubco Listing Termination); and

●

reflects the Promissory Note Amendment (described below) and revised the permitted uses by SPAC of amounts received pursuant to the Promissory Note to be $1,750,000 of additional deposits to the trust account and $500,000 for other expenses related to the Extension.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Amendment to Promissory Note

 

On July 7, 2023, SPAC and Infinite Acquisitions LLLP (“Infinite”) entered into an amendment (the “Promissory Note Amendment”) to that certain promissory note dated as of January 31, 2023 (as amended, the “Promissory Note”), which increased the amount Infinite agreed to advance to SPAC to be up to $2,250,000.00. As of the date of the Promissory Note Amendment, Infinite had already advanced $1,500,000.00 (out of $2,250,000.00) to SPAC under the Promissory Note. The Promissory Note is non-interest bearing and repayable, in cash, or, at Pubco’s option, in shares of Pubco Class A Common Stock at a conversion price of $10.00 per share, at the effective time of the Acquisition Merger and will be forgiven without payment if the Merger Agreement is terminated.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory Note Amendment. A copy of the Promissory Note Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information relating to the Promissory Note contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein. SPAC may not prepay any outstanding principal balance under the Promissory Note in whole or in part at any time without the advance written consent of Infinite, which may be withheld by Infinite for any reason or for no reason.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information relating to the Promissory Note contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The issuance of the Promissory Note was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

 

Important Information About the Mergers and Where to Find It

 

In connection with the transactions contemplated by the Merger Agreement (the “Mergers”), Pubco has filed with the SEC a registration statement on Form S-4 (Registration No. 333-269778) (as amended, the “Registration Statement”) containing a proxy statement/prospectus and certain other related documents. The version of the proxy statement/prospectus included in the effective Registration Statement will be both the proxy statement to be distributed to holders of SPAC’s common stock in connection with SPAC’s solicitation of proxies for the vote by SPAC’s stockholders with respect to the Mergers 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 Pubco to be issued in connection with the Mergers. SPAC’s stockholders and other interested persons are advised to read carefully and in their entirety, when available, the preliminary proxy statement/prospectus included in the Registration Statement (including any amendments or supplements thereto) and the definitive proxy statement/prospectus, as well as other documents filed with the SEC, as these materials will contain important information about the parties to the Merger Agreement, SPAC and the Mergers. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of SPAC as of a record date to be established for voting on the Mergers and other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at sec.gov, or by directing a request to: FAST Acquisition Corp. II, 109 Old Branchville Road, Ridgefield, CT 06877, Attention: Chief Financial Officer, (201) 956-1969.

 

Participants in the Solicitation

 

SPAC and its directors and executive officers may be deemed participants in the solicitation of proxies from SPAC’s stockholders with respect to the Mergers. A list of the names of those directors and executive officers and a description of their interests in SPAC is contained in the Registration Statement.

 

The Company and its managers and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of SPAC in connection with the Mergers. A list of the names of such directors and executive officers and information regarding their interests in the Mergers is contained in the Registration Statement when available.

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. SPAC’s and the Company’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results, including factors that are outside of SPAC’s and the Company’s control and that are difficult to predict. Factors that may cause such differences include, but are not limited to: (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 SPAC, the Company or Pubco following the announcement of the Merger Agreement and the transactions contemplated therein, (3) the inability of the parties to successfully or timely consummate the Mergers or the other transactions contemplated by the Merger Agreement, including the risk that any regulatory approvals or the SEC’s declaration of the effectiveness of the proxy statement/prospectus relating to the transaction are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Pubco or the expected benefits of the transactions contemplated by the Merger Agreement or that the approval of the requisite equity holders of SPAC 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 SPAC’s or Pubco’s securities, (6) the risk that the Mergers or the other transactions contemplated by the Merger Agreement disrupt current plans and operations as a result of the announcement and consummation thereof, (7) the enforceability of the Company’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 Mergers or the other transactions contemplated by the Merger Agreement, (9) risks relating to the uncertainty of the projected financial information with respect to the Company, (10) risks related to the rollout of the Company’s business and the timing of expected business milestones, (11) the effects of competition on the Company’s business, (12) the risk that the Mergers or the other transactions contemplated by the Merger Agreement may not be completed by SPAC’s deadline and the potential failure to obtain an extension of its business combination deadline if sought by SPAC, (13) the amount of redemption requests made by stockholders of SPAC, (14) the ability of SPAC, the Company or Pubco to issue equity or equity-linked securities or obtain debt financing in connection with the Mergers or the other transactions contemplated by the Merger Agreement or in the future, (15) and those factors discussed under the heading “Risk Factors” in SPAC’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 29, 2023, the Registration Statement, and other documents SPAC or Pubco has filed, or will file, with the SEC.

 

SPAC cautions that the foregoing list of factors is not exhaustive. Although SPAC believes the expectations reflected in these forward-looking statements are reasonable, nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements or projections set forth herein will be achieved or that any of the contemplated results of such forward-looking statements or projections will be achieved. There may be additional risks that SPAC and the Company presently do not know of or that SPAC and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. SPAC cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither SPAC nor the Company undertakes any duty to update these forward-looking statements, except as otherwise required by law.

 

No Offer or Solicitation

 

This Current Report on Form 8-K and the exhibits hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Mergers. 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 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 of the Securities Act.

 

Item 8.01. Other Events.

 

On July 7, 2023, the board of directors (the “Board”) of SPAC, upon request of FAST Sponsor II LLC (the “Sponsor”), elected to extend the date by which SPAC must consummate an initial Business Combination (the “Termination Date”) from July 18, 2023 to August 18, 2023. In connection with such one month extension of the Termination Date, as required by the Corporation’s Amended and Restated Certificate of Incorporation, as amended to date (the “Charter”), prior to July 18, 2023, SPAC will deposit $250,000 into the trust account.

 

Pursuant to the Charter, SPAC may, by resolution of the Board, if requested by the Sponsor, and upon 2 business days’ advance notice, extend the Termination Date in one-month increments up to two additional times, or a total of up to seven months after March 18, 2023, provided that SPAC will deposit from its working capital account into the trust account, for each extension, an amount determined by multiplying $0.05 by the number of public shares then outstanding, up to a maximum of $250,000, which SPAC shall deposit into the trust account at the beginning of each month, for an aggregate deposit of up to $1.75 million (if all extensions are exercised).

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
2.1*		Amendment No. 2, dated July 7, 2023, to Amended and Restated Agreement and Plan of Merger, dated January 31, 2023, by and among FAST Acquisition Corp. II, Falcon’s Beyond Global, LLC, Falcon’s Beyond Global, Inc. and Palm Merger Sub, LLC.
10.1		Amendment No. 1, dated July 7, 2023, to Promissory Note, dated January 31, 2023, by and between FAST Acquisition Corp. II, a Delaware corporation, and Infinite Acquisitions LLLP, a Nevada limited liability limited partnership.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

*

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). SPAC agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

 

 

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: July 12, 2023

 

 

5

Exhibit 2.1

 

Execution Version

 

AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

 

This AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of July 7, 2023, by and among FAST Acquisition Corp. II, a Delaware corporation (“SPAC”), Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”), Falcon’s Beyond Global, Inc., a Delaware corporation and a wholly owned subsidiary of the Company which was formerly known as Palm Holdco, Inc. (“Pubco”), and Palm Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”). Each of the SPAC, the Company, Pubco and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the A&R Business Combination Agreement (as defined below).

 

RECITALS

 

WHEREAS, SPAC, the Company, Pubco and Merger Sub previously entered into that certain Amended and Restated Agreement and Plan of Merger, dated January 31, 2023 (as amended by Amendment No. 1 to Amended and Restated Agreement and Plan of Merger dated June 25, 2023, the “A&R Business Combination Agreement”);

 

WHEREAS, Section 11.10 of the A&R Business Combination Agreement provides that the A&R Business Combination Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as the A&R Business Combination Agreement and which makes reference to the A&R Business Combination Agreement; and

 

WHEREAS, the Parties desire to amend the A&R Business Combination Agreement as set forth in this Amendment.

 

NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:

 

1.

Section 10.01(c)(ii). Section 10.01(c)(ii) of the A&R Business Combination Agreement is hereby amended and restated in its entirety as follows:

 

“(ii) the Closing has not occurred on or before the Termination Date;”

 

 

2.

Section 10.01(k). Section 10.01(k) of the A&R Business Combination Agreement is hereby amended and restated in its entirety as follows:

 

“by written notice from SPAC to the Company if (i) the Company or any of its Subsidiaries agrees to enter into any binding agreement described on Schedule 10.01(k), (ii) all the conditions to Closing in Article IX have been satisfied (except for those that by their nature can only be satisfied at the Closing but are expected to be satisfied) and (iii) the pro forma condensed combined financial information (which combines the historical financial information of SPAC and the Company) that is included in the Form S-4 at the time of its effectiveness, taking into account the transaction contemplated by the binding agreement described on Schedule 10.01(k)(ii) or any other agreement entered into by the Company or its Subsidiaries of the type described on Schedule 10.01(k), does not reflect the consolidation of Falcon’s Creative Group, LLC, a Florida limited liability company and a Subsidiary of the Company (or any successor to Falcon’s Creative Group, LLC or its assets), with the Company.”

 

3.

Section 10.02(a). Section 10.02(a) of the A&R Business Combination Agreement is hereby amended and restated in its entirety as follows:

 

“In the event this Agreement is terminated (i) by SPAC in accordance with Section 10.01(b), Section 10.01(f), Section 10.01(g), Section 10.01(h), Section 10.01(i), Section 10.01(k) or Section 10.01(l), (ii) by the Company in accordance with Section 10.01(c)(ii) at a time when SPAC is entitled to terminate this Agreement pursuant to Section 10.01(b), Section 10.01(f), Section 10.01(g), Section 10.01(h), Section 10.01(i), Section 10.01(k), or Section 10.01(l), (iii) by the Company in accordance with Section 10.01(l) or (iv) by the Company in accordance with Section 10.01(c)(iii) if the final, non-appealable Governmental Order or other Law is not generally applicable to all special purpose acquisition companies and not primarily caused by any action or inaction of SPAC, the Company shall pay or cause to be paid to SPAC (or its designees) a fee equal to the Termination Fee (x) within two (2) Business Days after the date of such termination if the Termination Fee is the Default Termination Fee or (y) within twelve (12) months after the date of such termination if the Termination Fee is the Reduced Termination Fee, in each case by wire transfer of same-day funds to one or more accounts designated by SPAC; provided that, (A) in no event shall the Termination Fee be payable if (I) Company terminates this Agreement pursuant to Section 10.01(c)(i) or Section 10.01(j), or (II) this Agreement is terminated at a time when the Company is entitled to terminate this Agreement pursuant to Section 10.01(c)(i) or Section 10.01(j), (B) in no event shall the Company be required to pay the Termination Fee more than once, and (C) in no event will SPAC be entitled to both (I) a remedy of specific performance that enforces the Closing and (II) the receipt of the Termination Fee.”

 

4.

Termination Fee. The definition of “Termination Fee” in the A&R Business Combination Agreement is hereby amended and restated in its entirety as follows:

 

“Termination Fee” means an amount equal to (a)(i) twelve million five hundred thousand dollars ($12,500,000) minus (ii) (A) the Funded Extension Amount divided by (B) two (such amount in this clause (a), the “Default Termination Fee”) or (b) 50% of the Default Termination Fee in the event that the Agreement is terminated pursuant to Section 10.01(l) or the Agreement is terminated at a time that SPAC or the Company would be entitled to terminate this Agreement pursuant to Section 10.01(l) (such amount in this clause (b), the “Reduced Termination Fee”).

 

 

5.

Promissory Note. On the date of this Amendment, the Promissory Note was amended to increase the amount Katmandu agreed to advance to SPAC to be up to $2,250,000.00, it being acknowledged that, as of the date of this Amendment, Katmandu has already advanced $1,500,000.00 (out of $2,250,000.00) to SPAC.

 

6.

Schedule 1.01(f). Schedule 1.01(f) to the A&R Business Combination Agreement is hereby amended and restated in its entirety as set forth in Exhibit A attached hereto.

 

7.

Schedule 10.01(k)(ii). A new Schedule 10.01(k)(ii), as set forth in Exhibit B attached hereto, shall be added to the A&R Business Combination Agreement.

 

8.

No Further Amendment. Except as expressly provided in this Amendment, all of the terms and conditions of the A&R Business Combination Agreement remain unchanged and continue in full force and effect.

 

9.

No Waiver. Except as specifically set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the parties under the A&R Business Combination Agreement nor shall it constitute a waiver of any provision of the A&R Business Combination Agreement.

 

10.

Effect of Amendment. This Amendment shall form a part of the A&R Business Combination Agreement for all purposes, and each party to this Amendment and to the A&R Business Combination Agreement shall be bound by this Amendment.

 

11.

Governing Law. This Amendment, and any action, suit, dispute, controversy or claim arising out of this Amendment, or the validity, interpretation, breach or termination of this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to conflict of laws principles.

 

12.

Entire Agreement; Counterparts. This Amendment, the A&R Business Combination Agreement (as amended by this Amendment) and any other documents and instruments and agreements among the Parties as contemplated by or specifically referred to in the A&R Business Combination Agreement (including the Exhibits and Schedules thereto) constitute the entire agreement among the Parties relating to the subject matter hereof and thereof and supersede any other agreements, whether written or oral, that may have been made or entered into by or among the Parties relating to the subject matter hereof and thereof. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission to counsel for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized.

 

	FAST ACQUISITION CORP. II
	By:	/s/ Garrett Schreiber
	Name:	Garrett Schreiber
	Title:	CFO

 

[Signature Page to Amendment No. 2 to A&R Business Combination Agreement]

 

 

	FALCON’S BEYOND GLOBAL, LLC
	By:	/s/ L. Scott Demerau
	Name:	L. Scott Demerau
	Title:	Executive Chairman

 

[Signature Page to Amendment No. 2 to A&R Business Combination Agreement]

 

 

	FALCON’S BEYOND GLOBAL, INC.
	By:	/s/ L. Scott Demerau
	Name:	L. Scott Demerau
	Title:	Executive Chairman

 

[Signature Page to Amendment No. 2 to A&R Business Combination Agreement]

 

 

	PALM MERGER SUB, LLC
	By:	/s/ L. Scott Demerau
	Name:	L. Scott Demerau
	Title:	Executive Chairman

 

[Signature Page to Amendment No. 2 to Business Combination Agreement]

 

 

EXHIBIT A

 

Schedule 1.01(f)

 

SPAC Extension Expenses

 

SPAC Incremental Expenses Incurred due to Extension
Fees and expenses of SPAC or Sponsor incurred or committed to be incurred pursuant to or in furtherance of Section 8.14, including with respect to the Extension Proposal, the Extension Proxy Statement or the Extension Meeting (including NYSE 2023 Fee, additional Continental expenses, Morrow expenses, Withum and advisor expenses for Q1 and Q2 10-Qs and Opportune fees and expenses in connection with BCA amendment)		$	500,000
Cash For Trust Deposit		$	1,750,000			Up to ~$250K/month to deploy
Estimated Incremental Expenses due to Extension		$	2,250,000	1

 

1

The parties to the A&R Business Combination Agreement acknowledge and agree that $1,500,000 out of the $2,250,000 Estimated Incremental Expenses due to Extension has already been advanced by Katmandu to SPAC.

 

 

EXHIBIT B

 

Schedule 10.01(k)(ii)

 

QIC Agreement

 

1.

Subscription Agreement, by and between Falcon’s Creative Group, LLC and QIC Delaware, Inc., and, solely for the purposes of Sections 5.3 and 5.4 therein, the Company, a draft of which is attached hereto.

 

2.

Amended and Restated Limited Liability Company Agreement of Falcon’s Creative Group, LLC, a draft of which is attached hereto.

 

 

9

 

 

Exhibit 10.1

 

Execution Version

 

AMENDMENT TO PROMISSORY NOTE

 

This AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered into as of July 7, 2023, by and between FAST Acquisition Corp. II, a Delaware corporation (“Maker”), and Infinite Acquisitions LLLP (“Payee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Promissory Note (as defined below).

 

RECITALS

 

WHEREAS, Maker previously executed and delivered a Promissory Note dated as of January 31, 2023 for the benefit of Payee in the original Principal Amount of Two Million Dollars ($2,000,000) (the “Promissory Note”);

 

WHEREAS, prior to the date of this Amendment, Payee has advanced to Maker One Million and Five Hundred Thousand Dollars ($1,500,000) pursuant to Drawdown Requests made under Section 4(b) of the Promissory Note (such amount, the “Funded Portion”), and Maker may make further Drawdown Requests pursuant to the terms and conditions of the Promissory Note up to the unpaid principal balance thereunder;

 

WHEREAS, Maker has requested that Payee increase the Principal Amount of the Promissory Note from Two Million Dollars ($2,000,000) to Two Million and Two Hundred Fifty Thousand Dollars ($2,250,000) (the “Principal Increase”); and

 

WHEREAS, Payee has agreed, subject to the terms, conditions and understandings expressed in this Amendment, to grant the Principal Increase.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Maker and Payee agree as follows:

 

1.

Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.

 

2.

Principal Increase. The Principal Amount of the Promissory Note is hereby increased to Two Million and Two Hundred Fifty Thousand Dollars ($2,250,000), and all references to the Principal Amount or contained in the Promissory Note shall be deemed to refer to the Principal Amount as amended by this Amendment, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

 

3.

Section 4(b). Section 4(b) is hereby amended and restated in its entirety to read as follows:

 

“Payee agrees to fund up to the principal balance of this Note, upon receipt of requests from the Maker (each, a “Drawdown Request”) for the amounts set forth in each such Drawdown Request for the sole purpose of paying SPAC Extension Expenses, and Payee shall fund each Drawdown Request in accordance with the wiring instructions attached here to as Exhibit A no later than the second business day after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Two Million and Two Hundred Fifty Thousand Dollars ($2,250,000). Each Drawdown Request must not be an amount less than Fifty Thousand Dollars ($50,000) unless otherwise acceptable to Payee. Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.”

 

 

4.

Use of Proceeds. The remaining Principal Amount (as such amount is modified by this Amendment) that may be funded to Maker pursuant to the Promissory Note, above the Funded Portion, shall exclusively be used by Maker to fund the additional deposit(s) for the Trust Account, as such term is defined in that certain Amended and Restated Agreement and Plan of Merger, dated as of January 31, 2023 (as amended, restated or supplemented from time to time).

 

5.

No Further Amendment. Except as expressly amended and modified by this Amendment, the Promissory Note is and shall continue to be in full force and effect in accordance with the terms thereof.

 

6.

Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.

 

7.

Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.

 

8.

Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized.

 

	FAST ACQUISITION CORP. II
	By:	/s/ Garrett Schreiber
	Name:	Garrett Schreiber
	Title:	CFO

 

[Signature Page to Amendment No. 1 to Promissory Note]

 

 

	INFINITE ACQUISITIONS LLLP
	By: Erudite Cria, Inc.
	By:	/s/ Lucas Demerau
	Name:	Lucas Demerau
	Title:	Chairman

 

[Signature Page to Amendment No. 1 to Promissory Note] 

 

4

 

---