EX-3.1 2 tm2122353d2_ex3-1.htm EXHIBIT 3.1

Exhibit 3.1

 

Corporations Section

P.O.Box 13697

Austin, Texas 78711-3697

Ruth R. Hughs

Secretary of State

 

 

Office of the Secretary of State

 

CERTIFICATE OF FILING

OF

 

FAST Merger Corp.

File Number: 803908114

 

The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic For-Profit Corporation has been received in this office and has been found to conform to the applicable provisions of law.

 

ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.

 

The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law.

 

Dated: 01/20/2021

 

Effective: 01/20/2021

 

   
 
 
 
 
 
 
 
/s/ Ruth R. Hughs
Ruth R. Hughs
Secretary of State

 

Come visit us on the internet at https://www.sos.texas.gov/

Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
Prepared by: Elizabeth "Annie" Denton TID: 10306 Document: 1021776360002

 

   

 

 

Filing#:803908114 Document#:1021776360002 Filed On 1/20/2021 received by Upload 

 

Form 201

(Revised 05/11)

 

Submit in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512/463-5709

Filing FEE: $300


 

Certificate of Formation

For-Profit Corporation

This space reserved for office use.

 

Article 1 - Entity Name and Type 

 

The filing entity being formed is a for-profit corporation. The name of the entity is:

 

   FAST Merger Corp.

   The name must contain the word “corporation,” “company,” “incorporated,” “limited” or an abbreviation of one of these terms.

 

Article 2 - Registered Agent and Registered Office

(See instructions. Select and complete either A or B complete C.)

 

   x A. The initial registered agent is an organization (cannot be entity named above) by the name of:

 

   Capitol Corporate Services, Inc

 

   OR

 

   ¨ B. The initial registered agent is an individual resident of the state whose is set forth below:

 

   First name M.I. Last Name Suffix

 

   C. The business address of the registered agent and the registered office address is:

 

   206 E. 9th St., Ste. 1300 Austin TX 78701
   Street Address City State Zipcode

 

Article 3 - Directors
(A minimum of 1 director is required.)

 

The number of directors constituting the initial board of directors and the names and address of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are as follows:

 

Director 1          
           
Garrett   Schreiber      
First Name M.I. Last Name     Suffix
           
3 Minetta Street New York   NY 10012 USA
Street or Mailing Address City   State Zip Code Country

 

Form 201

 

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Director 2          
           
Sandy   Beall      
First Name M.I. Last Name     Suffix
           
3 Minetta Street New York   NY 10012 USA
Street or Mailing Address City   State Zip Code Country

 

Director 3          
           
First Name M.I. Last Name     Suffix
Street or Mailing Address City   State Zip Code Country

 

Article 4 — Authorized Shares

(Provide the number of shares in the space below, then select option A or option B, do not select both.)

 

The total number of shares the corporation is authorized to issue is; 200

 

x A. The par value of each of the authorized shares is: $0.0001

 

OR

 

¨ B. The shares shall have no par value.

 

If the shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, the par value (or statement of no par value), and the preferences, limitations, and relative rights of each class in the space provided for supplemental information on this form.

 

Article 5 — Purpose

 

The purpose for which the corporation is formed is for the transaction of any and all lawful business for which a for-profit corporation may be organized under the Texas Business Organizations Code.

 

Supplemental Provisions/Information

 

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

 

The authorized shares are divided into two classes: 100 Class A shares, par value $0.0001 per share and 100 Class B shares, par value $0.0001 per share.

 

Form 201

 

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Organizer

 

The name and address of the organizer:

 

  Roman Ibragimov

  Name

 

  200 Park Avenue New York NY 10166
   Street or Mailing Address City State Zip Code

 

Effectiveness of Filing (Select either A, B, or C.)

 

A. x This document becomes effective when the document is filed by the secretary of state.

 

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:____________________________

 

C. ¨ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is: __________________________________

 

The following event or fact will cause the document to take effect in the manner described below:  

 

 

 

Execution

 

The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.

 

Date: January 20, 2021      
     
    /s/ Roman Ibragimov
    Signature of organizer
     
    Roman lbragimov
    Printed or typed name of organizer

 

Form 201

 

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