UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
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 | ||
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 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.
Exhibit |
Description | |
| 99.1 | Notice of Termination, dated December 1, 2021. | |
| 99.2 | Letter to FEI, dated December 1, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
1
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.
2
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. | ||
| By: | /s/ Sandy Beall | |
| Name: Sandy Beall | ||
| Title: Chief Executive Officer | ||
| Dated: December 2, 2021 | ||
3