S-4 1 fs42023_falconsbeyond.htm DRAFT REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 14, 2023.

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

FORM S-4
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

__________________________________________

FALCON’S BEYOND GLOBAL, INC.
(Exact name of registrant as specified in its charter)

__________________________________________

Delaware

 

7999

 

92-0261853

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

6996 Piazza Grande Avenue, Suite 301
Orlando, FL 32835
(407) 909
-9350
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________

Cecil D. Magpuri
Chief Executive Officer
6996 Piazza Grande Avenue, Suite 301
Orlando, FL 32835
(407) 909
-9350
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

Copies to

Joel L. Rubinstein

Jonathan P. Rochwarger

James Jian Hu

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Tel: (212) 819-8200

 

Andrew L. Fabens

Stefan G. dePozsgay

Evan D’Amico

Gibson, Dunn & Crutcher LLP
200 Park Avenue

New York, New York 10166
Tel: (212) 351
-4000

__________________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

       

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 7(a)(2)(B) of the Securities Act.

If applicable, place an in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

  

 

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
DATED
FEBRUARY 14, 2023 SUBJECT TO COMPLETION

PROXY STATEMENT FOR SPECIAL MEETING OF
FAST ACQUISITION CORP. II

PROSPECTUS FOR UP TO 37,231,792 SHARES OF CLASS A COMMON STOCK,
UP TO
16,044,968 SHARES OF SERIES A PREFERRED STOCK
AND
9,856,247 WARRANTS
OF FALCON’S BEYOND GLOBAL, INC.

The board of directors (the “FAST II Board”) of FAST Acquisition Corp. II, a Delaware corporation (“FAST II”), has approved the Amended and Restated Agreement and Plan of Merger, dated as of January 31, 2023 (as the same may be further amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among FAST II, Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”), Falcon’s Beyond Global, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Pubco”), and Palm Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”). A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A. Capitalized terms used but not defined below have the meanings ascribed to them in the section entitled “Frequently Used Terms and Basis of Presentation” of this proxy statement/prospectus.

If the transactions contemplated by the Merger Agreement are completed, the business combination will be effected in two steps: (a) at 8:01 a.m., New York City time, on the date immediately following the Closing Date (the “SPAC Merger Effective Time”), FAST II will merge with and into Pubco (the “SPAC Merger”), with Pubco surviving as the sole owner of Merger Sub, followed by a contribution by Pubco of all of its cash (except for cash required to pay certain transaction expenses) to Merger Sub to effectuate the “UP-C” structure; and (b) at 8:02 a.m., New York City time, on the date immediately following the SPAC Merger (the “Acquisition Merger Effective Time”), Merger Sub will merge with and into the Company (the “Acquisition Merger,” and collectively with the SPAC Merger, the “Business Combination”), with the Company as the surviving entity of such merger. Following the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), the direct interests in the Company will be held by Pubco and the holders of the limited liability company units of the Company (the “Company Units”) outstanding as of immediately prior to the Business Combination.

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur:

(i)     On the date that is three business days after the date on which all conditions to Closing have been satisfied or waived by the applicable parties (other than those conditions which can be satisfied only at the Closing, but subject to the satisfaction or waiver of such conditions at Closing) or such other time and place as may be agreed by the Company and FAST II (the “Closing Date”), each share of FAST II’s Class B common stock, par value $0.0001 per share (the “FAST II Class B Common Stock”), will convert into one share of FAST II’s Class A common stock, par value $0.0001 per share (the “FAST II Class A Common Stock” and, such conversion, the “Class B Exchange”) and shares of FAST II Class A Common Stock for which redemption rights were exercised will be redeemed.

(ii)    At the SPAC Merger Effective Time, (a) first, each FAST II Unit outstanding immediately prior to the SPAC Merger Effective Time will be automatically separated and the holder thereof will be deemed to hold one share of FAST II Class A Common Stock and one-quarter of one FAST II Warrant; (b) second, (1) each current share of FAST II Class A Common Stock (except for each share of FAST II Class A Common Stock converted from the FAST II Class B Common Stock pursuant to the Class B Exchange) will automatically be cancelled and cease to exist in exchange (the “Conversion”) for the right to receive (x) 0.5 shares of Pubco’s Class A common stock, par value $0.0001 per share (the “Pubco Class A Common Stock”) and 0.5 shares of Series A Preferred Stock of Pubco (the “Pubco Series A Preferred Stock”) and (y) 50% of the Additional SPAC Share Consideration; (2) each share of FAST II Class A Common Stock converted from the FAST II Class B Common Stock pursuant to the Class B Exchange will automatically be cancelled and cease to exist in exchange for the right to receive (A) one newly issued share of Pubco Class A Common Stock and (B) the applicable portion of any Earnout Shares; and (3) each FAST II Warrant outstanding immediately prior to the SPAC Merger Effective Time will be assumed by Pubco on substantially the same terms as were in effect immediately prior to the SPAC Merger Effective Time.

 

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(iii)   Immediately prior to the Acquisition Merger Effective Time, following the SPAC Merger, Pubco will contribute to Merger Sub all of the Closing Surviving Corporation Cash.

(iv)   At the Acquisition Merger Effective Time, (a) each issued and outstanding Company Unit (other than the Cancelled Units and Company Financing Units (each as defined below)) will be converted into the right to receive (x) a number of shares of Pubco’s non-economic Class B common stock, par value $0.0001 per share (“Pubco Class B Common Stock”), and a number of limited liability company interests of the Company (the “New Company Units”), in each case equal to the Acquisition Merger Exchange Number (the “Per Unit Consideration”) and (y) the applicable portion of any Earnout Shares and Earnout Units; (b) each Company Unit issued in connection with the Company Financing (the “Company Financing Units”) will be converted into the right to receive (x) the Per Unit Consideration and (y) a number of shares of non-economic Pubco Class B Common Stock and a number of New Company Units, in each case equal to the Additional Consideration Number (the “Additional Company Financing Unit Consideration”); (c) each Company Unit held in treasury of the Company as of immediately prior to the Acquisition Merger Effective Time (collectively, the “Cancelled Units”) will be cancelled without any conversion and no payment or distribution will be made with respect to such Cancelled Units; (d) the units of Merger Sub that are issued and outstanding will be converted into and become (x) a number of New Company Units equal to the number of shares of Pubco Class A Common Stock outstanding immediately after the SPAC Merger, (y) a number of Preferred Units equal to the number of shares of Pubco Series A Preferred Stock outstanding immediately after the SPAC Merger and (z) a number of Warrant Units equal to the number of Pubco Warrants outstanding immediately after the SPAC Merger, in each case of the foregoing clauses (x) through (z) after giving effect to the redemption of any shares of common stock of FAST II in connection with the exercise of redemption rights, the Class B Exchange and the Conversion. Notwithstanding the foregoing, with a view to satisfy the Listing Condition, the Company and FAST II will in good faith discuss and allow a portion of the Per Unit Consideration to take the form of shares of Pubco Class A Common Stock in lieu of the same number of (1) shares of Pubco Class B Common Stock and (2) New Company Units.

Jefferies LLC, the Sponsor and holders of Company Units immediately before the Acquisition Merger (but not including holders of Company Financing Units in their capacity as holders of Company Financing Units) will be entitled to receive a number of New Company Units up to the Maximum Seller Earnout (“Earnout Units”), a number of shares of non-economic Pubco Class B Common Stock up to the Maximum Seller Earnout, and a number of shares of Pubco Class A Common Stock up to the sum of the Maximum Sponsor Earnout and the Maximum Jefferies Earnout (collectively, the “Seller Earnout Shares”), in each case that will be deposited into escrow at the Acquisition Merger Effective Time and be earned, released and delivered upon satisfaction of certain milestones related to the volume weighted average closing sale price of shares of Pubco Class A Common Stock, the EBITDA of Pubco, or the gross revenue of Pubco, as applicable, during the five-year period beginning on the one-year anniversary of the Acquisition Merger and ending on the six-year anniversary of the Acquisition Merger. Following the waiver or expiration of the Company Member Lock-Up Period, each Company Unitholder will have the option to cause the Company to redeem its New Company Units in whole or in part. Upon any such redemption, the Company will cause such redeemed New Company Units to be cancelled, Pubco will cancel, for no additional consideration, the corresponding shares of Pubco Class B Common Stock, and Pubco will exchange such redeemed New Company Units for, at the discretion of a disinterested majority of the Pubco Board, either (i) an equivalent number of shares of Pubco Class A Common Stock (“Share Settlement”) or (ii) an amount of cash equal to the fair market value of such number of shares of Pubco Class A Common Stock (“Cash Settlement”); provided, however, that Pubco may elect to effect a direct exchange of the redeemed New Company Units for such Share Settlement or Cash Settlement (subject to limitations set forth in the A&R Operating Agreement), in which case Pubco will acquire the redeemed New Company Units and be treated for all purposes as the owner of such units. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination” of the attached proxy statement/prospectus for further information on the consideration being paid to the Company Unitholders in the Business Combination.

It is anticipated that, following the Business Combination, (1) FAST II’s public stockholders are expected to own approximately 27.0% (assuming no public stockholders exercise their redemption rights in connection with the Business Combination (the “no redemptions scenario”)), 16.3% (assuming that 11,116,844 shares, or 50%, of FAST II Class A Common Stock are redeemed in connection with the Business Combination (the “50% redemptions scenario”)) or 0.0% (assuming that all 22,233,687 shares, or 100%, of FAST II Class A Common Stock are redeemed in connection with the Business Combination (the “maximum redemptions scenario”)) of the voting power of the outstanding shares of

 

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Pubco Common Stock, which includes the Pubco Series A Preferred Stock, on an as-converted to Pubco Common Stock basis (the “Pubco Voting Power”), (2) the Sponsor and related parties are expected to collectively own approximately 5.5% (assuming the no redemptions scenario), 3.2% (assuming the 50% redemptions scenario) or 2.2% (assuming the maximum redemptions scenario) of the Pubco Voting Power, (3) the holders of Company Units other than Company Financing Units are expected to own approximately 59.6% (assuming the no redemptions scenario), 70.9% (assuming the 50% redemptions scenario) or 85.3% (assuming the maximum redemptions scenario) of the Pubco Voting Power, (4) the holders of Company Financing Units (in their capacity as such) are expected to own approximately 7.9% (assuming the no redemptions scenario), 9.6% (assuming the 50% redemptions scenario) or 12.5% (assuming the maximum redemptions scenario) of the Pubco Voting Power. These percentages (a) reflect the pro rata allocation to the FAST II public stockholders who do not redeem their public shares of 722,003 Bonus Shares in the no redemptions scenario, 534,607 Bonus Shares in the 50% redemptions scenario, and no Bonus Shares in the maximum redemptions scenario (which amounts all assume proceeds from the Company Financing are $60,000,000), (b) exclude 2,959,712, 3,046,514, and 5,558,422 shares of Pubco Common Stock and 2,779,211, 2,779,211 and 2,779,211 shares of Pubco Series A Preferred Stock underlying Pubco Public Warrants in the no redemptions scenario, 50% redemptions scenario, and maximum redemptions scenario, respectively, and 2,288,477, 2,355,594, and 2,148,913 shares of Pubco Common Stock and 2,148,913, 2,148,913, and 0 shares of Pubco Series A Preferred Stock underlying Pubco Private Placement Warrants in the no redemptions scenario, 50% redemptions scenario and maximum redemptions scenario, respectively, (c) exclude 80,000,000 Earnout Shares and 80,000,000 Earnout Units in all scenarios, (d) reflect the forfeiture of 1,111,684 Additional Incentive Forfeiture Shares by the Sponsor in each redemptions scenario and the forfeiture of an additional 2,223,369 Sponsor Redemption Forfeiture Shares in the 50% redemptions scenario and 3,196,738 Sponsor Redemption Forfeiture Shares in the maximum redemptions scenario, and (e) include Additional Company Financing Unit Consideration that includes 389,681, 577,077 and 1,111,684 shares of Pubco Class B Common Stock in the no redemptions scenario, 50% redemptions scenario and maximum redemptions scenario, respectively. If the actual facts are different from the no redemptions scenario, the 50% redemptions scenario or maximum redemptions scenario, the percentage ownership of Pubco held by such constituencies will be different. See “Questions and Answers — What equity stake will current FAST II public stockholders, the Sponsor, Infinite Acquisitions and the Company Unitholders hold in Pubco following the Closing?” for more information.

As described in this proxy statement/prospectus, FAST II’s stockholders are being asked to consider and vote upon (among other things) the Business Combination and the other proposals included in this proxy statement/prospectus.

The FAST II Units, FAST II Class A Common Stock and the FAST II Public Warrants are publicly traded on the New York Stock Exchange (“NYSE”). Following the closing of the Business Combination, the Pubco Class A Common Stock, the Pubco Series A Preferred Stock and the Pubco Public Warrants are expected to be listed on an Approved Exchange and the FAST II Units, the FAST II Class A Common Stock and the FAST II Warrants will be delisted from the NYSE and deregistered under the Exchange Act.

This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about FAST II and the Company and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 23. Additionally, when you consider the recommendation of the FAST II Board to vote in favor of the proposals described in this proxy statement/prospectus, you should keep in mind that FAST II’s directors and officers have interests in the Business Combination that are different from, in addition to or may conflict with your interests as a stockholder. For instance, the Sponsor, and the officers and directors of FAST II who have invested in the Sponsor entity, will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and FAST II’s Directors and Executive Officers in the Business Combination” for a further discussion.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated            , 2023, and is first being mailed to stockholders of FAST II on or about            , 2023.

 

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FAST ACQUISITION CORP. II

109 Old Branchville Road
Ridgefield, CT 06877
(201) 956
-1969

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
            , 2023

TO THE STOCKHOLDERS OF FAST II:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of FAST Acquisition Corp. II, a Delaware corporation (“FAST II”), will be held at            a.m. Eastern Time, on            , 2023, in virtual format (the “Special Meeting”). You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(1)    The Business Combination Proposal — To consider and vote upon a proposal to approve the Amended and Restated Agreement and Plan of Merger, dated as of January 31, 2023 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among FAST II, 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”), and Palm Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”), and the transactions contemplated by the Merger Agreement, pursuant to which (a) FAST II will merge with and into Pubco (the “SPAC Merger”), with Pubco surviving as the sole owner of Merger Sub, followed by a contribution by Pubco of all of its cash (except for cash required to pay certain transaction expenses) to Merger Sub to effectuate the “UP-C” structure; and (b) on the date immediately following the SPAC Merger, Merger Sub will merge with and into the Company (the “Acquisition Merger,” and collectively with the SPAC Merger, the “Business Combination” and such proposal, the “Business Combination Proposal”), with the Company as the surviving entity of such merger. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A;

(2)    The Pubco Organizational Documents Advisory Proposals — To consider and vote upon, on a non-binding advisory basis, proposals to approve the material differences between FAST II’s certificate of incorporation and bylaws and the certificate of incorporation and bylaws of Pubco to be adopted by Pubco in connection with the SPAC Merger attached hereto as Annex B and Annex C to this proxy statement/prospectus, respectively (the “Pubco Organizational Documents Advisory Proposals”); and

(3)    The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Pubco Organizational Documents Advisory Proposals (the “Adjournment Proposal” and, together with the Business Combination Proposal and the Pubco Organizational Documents Advisory Proposals, each, a “Proposal” and collectively, the “Proposals”).

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of common stock of FAST II at the close of business on            , 2023 (the “FAST II Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

Pursuant to FAST II’s certificate of incorporation (the “FAST II Charter”), FAST II will provide holders of its Public Shares with the opportunity to redeem their shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Fund, which holds the proceeds of FAST II’s initial public offering, as of two business days prior to the consummation of the first transactions contemplated by the Merger Agreement (including interest earned on the funds held in the Trust Fund and not previously released to FAST II to pay its taxes). For illustrative purposes, based on funds in the Trust Fund of approximately $            million as of            , 2023, the FAST II Record Date, the estimated per share redemption price would have been approximately $10.00, excluding additional interest earned on the funds held in the Trust Fund and not previously released to FAST II to pay taxes. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal, or do not vote at all, and even if they do not hold Public Shares on the FAST II Record Date. A holder of Public Shares, together with any affiliate of such holder

 

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or any other person with whom he, she, or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the consent of FAST II. Accordingly, all Public Shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of FAST II. FAST Sponsor II LLC, FAST II’s sponsor (the “Sponsor”), has entered into a letter agreement with FAST II pursuant to which the Sponsor has agreed to waive its redemption rights in connection with the consummation of the Business Combination with respect to any shares of common stock of FAST II it may hold. Currently, the Sponsor owns 20% of FAST II’s outstanding common stock, consisting of the Founder Shares. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

The Sponsor has also agreed to vote all shares of common stock of FAST II owned by it in favor of the Business Combination Proposal presented at the Special Meeting.

After careful consideration, FAST II’s board of directors (the “FAST II Board”) has determined that the Business Combination Proposal, the Pubco Organizational Documents Advisory Proposals and the Adjournment Proposal are fair to and in the best interests of FAST II and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Pubco Organizational Documents Advisory Proposals, and “FOR” the Adjournment Proposal, if presented.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of outstanding shares of FAST II’s common stock as of the FAST II Record Date, voting as a single class. The approval of each of the Pubco Organizational Documents Advisory Proposals and the Adjournment Proposal, if presented, requires the affirmative vote of a majority of the votes cast by the holders of shares of FAST II’s common stock, present in person (which includes presence at a virtual meeting) or represented by proxy, voting as a single class.

Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal at the Special Meeting, subject to the terms of the Merger Agreement. The Business Combination is not conditioned on the Pubco Organizational Documents Advisory Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the Pubco Organizational Documents Advisory Proposals will not be presented to the stockholders for a vote. The proxy statement/prospectus accompanying this notice explains the Merger Agreement and the transactions contemplated by the Merger Agreement, as well as the Proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus carefully.

All FAST II stockholders are cordially invited to attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding common stock of FAST II, you may also cast your vote in person (which includes presence at a virtual meeting) at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person (which includes presence at a virtual meeting), obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, your failure to vote will have no effect on the vote count for the Pubco Organizational Documents Advisory Proposals or the Adjournment Proposal, if presented, at the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: FZT.info@investor.morrowsodali.com

 

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Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors

   

 

   

Sandy Beall

   

Chief Executive Officer and Director

          , 2023

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST, (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS, (2) DEMAND IN WRITING THAT FAST II REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST FUND, IDENTIFYING YOURSELF AS A BENEFICIAL HOLDER AND PROVIDING YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS, AND (3) TENDER YOUR SHARES TO FAST II’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING INFORMATION — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

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TABLE OF CONTENTS

 

Page

FREQUENTLY USED TERMS AND BASIS OF PRESENTATION

 

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

vii

PRESENTATION OF FINANCIAL INFORMATION

 

ix

INDUSTRY AND MARKET DATA

 

x

TRADEMARKS

 

xi

QUESTIONS AND ANSWERS

 

xii

SUMMARY

 

1

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

21

RISK FACTORS

 

23

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

73

SPECIAL MEETING INFORMATION

 

88

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

93

PROPOSAL NO. 2 — THE PUBCO ORGANIZATIONAL DOCUMENTS ADVISORY PROPOSALS

 

152

PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

 

158

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

159

INFORMATION ABOUT FAST II

 

172

FAST II MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

183

INFORMATION ABOUT THE COMPANY

 

189

COMPANY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

215

EXECUTIVE AND DIRECTOR COMPENSATION

 

237

MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION

 

243

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF PUBCO

 

250

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

254

COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDERS’ RIGHTS

 

259

DESCRIPTION OF PUBCO SECURITIES AFTER THE BUSINESS COMBINATION

 

262

SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

 

274

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

 

275

EXPERTS

 

277

LEGAL MATTERS

 

277

OTHER MATTERS

 

277

APPRAISAL RIGHTS

 

277

DELIVERY OF DOCUMENTS TO FAST II STOCKHOLDERS

 

277

WHERE YOU CAN FIND MORE INFORMATION

 

278

INDEX TO FINANCIAL STATEMENTS

 

F-1

Annex A — Merger Agreement

 

A-1

Annex B — Form of Amended and Restated Certificate of Incorporation of Pubco

 

B-1

Annex C — Form of Amended and Restated Bylaws of Pubco

 

C-1

Annex D — Form of Certificate of Designation

 

D-1

Annex E — Amended and Restated Company Members Support Agreement

 

E-1

Annex F — Form of Tax Receivable Agreement

 

F-1

Annex G — Form of New Registration Rights Agreement

 

G-1

Annex H — Amended and Restated Sponsor Support Agreement

 

H-1

Annex I — Amended and Restated Sponsor Lock-Up Agreement

 

I-1

Annex J — Subscription Agreement

 

J-1

Annex K — Company Member Lock-Up Agreement

 

K-1

Annex L — Initial Opinion of Opportune

 

L-1

Annex M — Updated Opinion of Opportune

 

M-1

Annex N — A&R Operating Agreement

 

N-1

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

 

II-1

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FREQUENTLY USED TERMS AND BASIS OF PRESENTATION

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

A&R Operating Agreement” are to the Amended and Restated Operating Agreement of the Company following the Closing;

Acquisition Merger” are to the merger of Merger Sub with and into the Company;

Acquisition Merger Closing Date” are to the date on which the Acquisition Merger occurs;

Acquisition Merger Effective Time” are to 8:02 a.m. New York City time on the date immediately following the SPAC Merger Closing Date;

Acquisition Merger Exchange Number” are to the quotient of (a) the sum of (i) 48,587,077 and (ii) the Phantom Private Placement Investment Share Number divided by (b) the aggregate number of Company Units (including the Company Financing Units) outstanding as of immediately prior to the Acquisition Merger Effective Time but after giving effect to the Company Financing;

Additional Company Financing Unit Consideration” are to a number of shares of Pubco Class B Common Stock and New Company Units, in each case equal to the Additional Consideration Number;

Additional Consideration Number” are to a number equal to (a) the lesser of (i) 1,111,684 and (ii) the maximum number of shares of Pubco Class A Common Stock that can be issued in connection with the transactions contemplated by the Merger Agreement without triggering an adjustment of the warrant price to 115% of the market value or newly issued price (pursuant to the FAST II Warrant Agreement) divided by (b) the sum of (i) the aggregate number of shares of Pubco Class A Common Stock outstanding as of immediately following the Acquisition Merger after giving effect to the redemption of any shares of FAST II Common Stock in connection with the exercise of redemption rights and the Conversion (but before the issuance of any Additional SPAC Share Consideration and excluding any Pubco Class A Common Stock issued in exchange for FAST II Class A Common Stock converted from FAST II Class B Common Stock pursuant to the Class B Exchange) and (ii) the Phantom Private Placement Investment Share Number;

Additional Incentive Forfeited Shares” are to 1,111,684 shares of FAST II Class A Common Stock converted from FAST II Class B Common Stock pursuant to the Class B Exchange;

Additional SPAC Share Consideration” are to a number of shares of Pubco Class A Common Stock equal to the Additional Consideration Number;

Approved Exchange” are to NYSE (including NYSE American) or Nasdaq (including Nasdaq Capital Market);

Class B Exchange” are to the exchange by the Sponsor of FAST II Class B Common Stock for shares of FAST II Class A Common Stock in accordance with the FAST II Charter and subject to the terms and subject to the conditions set forth in the Sponsor Support Agreement;

Closing” are to the closing of the Business Combination;

Closing Date” are to the date that is three business days after the date on which all conditions to Closing have been satisfied or waived by the applicable parties (other than those conditions which can be satisfied only at the Closing, but subject to the satisfaction or waiver of such conditions at Closing) or such other time and place as may be agreed by the Company and FAST II;

Closing Surviving Corporation Cash” are to, without duplication, an amount equal to, as of immediately prior to the Acquisition Merger Effective Time and after the SPAC Merger Effective Time: (a) the funds contained in the Trust Fund; minus (b) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of FAST II Common Stock pursuant to the exercise of redemption rights, the Class B Exchange and the Conversion (to the extent not already paid as of immediately prior to the Acquisition Merger Effective Time); plus (c) the Gross Company Financing Proceeds actually received by the Company at or prior to the Acquisition Merger; plus (d) the proceeds from any financing from alternative sources actually received by FAST II or Pubco at or prior to the Acquisition Merger;

Code” are to the U.S. Internal Revenue Code of 1986, as amended;

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Company” are to Falcon’s Beyond Global, LLC (including its predecessor entities);

Company Financing” are to the subscription for and purchase of $60,000,000 of Company Units by Infinite Acquisitions LLLP at a price of $10.00 per Company Unit and the Company’s issuance and sale thereof, in each case, pursuant to the Subscription Agreement;

Company Financing Units” are to the Company Units issued in connection with the Company Financing;

Company Unit” are to any limited liability company interests in the Company;

Company Unitholders” are to the holders of Company Units prior to the closing of the Business Combination;

Completion Window” are to the period beginning on the closing date of the FAST II IPO and ending on the 24-month anniversary of such date, during which FAST II seeks to complete an initial business combination pursuant to the terms of the FAST II Charter;

Continuing Unitholders” are to the holders of Pubco Class B Common Stock;

Conversion” are to the cancellation of each share of FAST II Class A Common Stock (except for each share of FAST II Class A Common Stock converted from the FAST II Class B Common Stock pursuant to the Class B Exchange) in exchange for the right to receive (x) 0.5 shares of Pubco Class A Common Stock and 0.5 shares of Pubco Series A Preferred Stock and (y) 50% of the Additional SPAC Share Consideration;

DGCL” are to the Delaware General Corporation Law, as may be amended from time to time;

Earnout Period” are to the five-year period beginning on the one-year anniversary of the Acquisition Merger and ending on the Earnout Period End Date.

Earnout Period End Date” are to 11:59 p.m. New York City time on the six-year anniversary of the Acquisition Merger;

Earnout Shares” are to, collectively, a number of shares of Pubco Class B Common Stock up to the Maximum Seller Earnout and a number of shares of Pubco Class A Common Stock up to the sum of (a) the Maximum Sponsor Earnout and (b) the Maximum Jefferies Earnout, in each case that will be deposited into escrow at the Acquisition Merger Effective Time and be earned, released and delivered upon satisfaction of certain milestones related to the Pubco Common Share Price, Pubco EBITDA or Pubco Revenue, as applicable, during the Earnout Period;

Earnout Units” are to a number New Company Units up to the Maximum Seller Earnout that will be deposited into escrow at the Acquisition Merger Effective Time and be earned, released and delivered upon satisfaction of certain milestones related to the Pubco Common Share Price, Pubco EBITDA or Pubco Revenue, as applicable, during the Earnout Period;

Exchange Act” are to the Securities Exchange Act of 1934, as amended;

Extension” are to any extension of, in accordance with the FAST II Charter, the deadline by which FAST II must complete its initial business combination. On February 10, 2023, FAST II filed a definitive proxy statement on Schedule 14A with the SEC in connection with a special meeting of its stockholders, which is scheduled for March 3, 2023, at which FAST II will seek shareholder approval of an Extension to June 18, 2023 (the date that is 27 months from the closing date of the FAST II IPO) (the “Initial Extended Date”) and on a monthly basis up to four additional times from the Initial Extended Date to October 18, 2023 (the date that is 31 months from the closing date of the FAST II IPO);

FAST II” are to FAST Acquisition Corp. II, a Delaware corporation;

FAST II Charter” are to the amended and restated certificate of incorporation of FAST II, dated as of March 15, 2021;

FAST II Class A Common Stock” are to the shares of FAST II’s Class A common stock, par value $0.0001 per share;

FAST II Class B Common Stock” are to the shares of FAST II’s Class B common stock, par value $0.0001 per share;

FAST II Common Stock” are to the FAST II Class A Common Stock and FAST II Class B Common Stock;

FAST II IPO” are to FAST II’s initial public offering of FAST II Units, which closed on March 18, 2021;

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FAST II Private Placement Warrants” are to the 4,297,825 private placement warrants, each exercisable to purchase one share of FAST II Class A Common Stock at $11.50 per share, issued to the Sponsor in a private placement simultaneously with the closing of the FAST II IPO;

FAST II Public Warrants” are to the redeemable warrants of FAST II included in the FAST II Units;

FAST II Record Date” are to            , 2023, the record date for determining the holders of record of FAST II Common Stock that are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting;

FAST II Unit” are to the units issued in the FAST II IPO, each consisting of one share of FAST II Class A Common Stock and one-quarter of one FAST II Public Warrant;

FAST II Warrant Agreement” are to the Warrant Agreement, dated as of March 15, 2021, between FAST II and Continental Stock Transfer & Trust Company as warrant agent;

FAST II Warrants” are to, collectively, (i) the FAST II Public Warrants and (ii) the FAST II Private Placement Warrants;

Founder Shares” are to the 5,558,422 shares of FAST II Class B Common Stock and FAST II Class A Common Stock issued upon the Class B Exchange;

GAAP” are to generally accepted accounting principles in the United States, as applied on a consistent basis;

Gross Company Financing Proceeds” are to the aggregate amount of proceeds received by the Company (before taking into account any transaction expenses) after the date of the Merger Agreement and at or prior to the Acquisition Merger as part of the Company Financing;

Investment Company Act” are to the Investment Company Act of 1940, as amended;

Maximum Jefferies Earnout” are to (a) 1,600,000 if SPAC Capital Received is at least $50,000,000 or (b) 800,000 if SPAC Capital Received is less than $50,000,000;

Maximum Seller Earnout” are to 80,000,000 minus the sum of (a) the Maximum Sponsor Earnout and (b) the Maximum Jefferies Earnout;

Maximum Sponsor Earnout” are to the lesser of (a) (i) 1,600,000 if SPAC Capital Received is at least $50,000,000 or (ii) 1,200,000 if SPAC Capital Received is less than $50,000,000 and (b) 5,558,422 minus the sum of (A) the number of Sponsor Retained Shares and (B) the number of Sponsor Minimum Guarantee Shares, if any;

Merger Agreement” are to the Amended and Restated Agreement and Plan of Merger, dated as of January 31, 2023 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms), by and among FAST II, the Company, Pubco and Merger Sub;

Merger Sub” are to Palm Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco;

New Company Units” are to the limited liability company interests of the Company which will be set forth in the A&R Operating Agreement;

Original Merger Agreement” are to the Agreement and Plan of Merger, dated as of July 11, 2022;

Phantom Private Placement Investment Share Number” are to the quotient of (a) the Gross Company Financing Proceeds divided by (b) $10.00;

Preferred Unit” are to any limited liability company interest in the Company designated as a “Preferred Unit” in the Company’s A&R Operating Agreement;

Pubco” are to Falcon’s Beyond Global, Inc. (which was formerly known as Palm Holdco, Inc.), a Delaware corporation and a wholly owned subsidiary of the Company;

Pubco Board” are to the board of directors of Pubco;

Pubco Bylaws” are to the bylaws of Pubco following the Closing;

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Pubco Class A Common Stock” are to the shares of Class A common stock, par value $0.0001 per share, which are economic and voting equity interests in Pubco;

Pubco Class B Common Stock” are to the shares of Class B common stock, par value $0.0001 per share, which are non-economic voting equity interests in Pubco;

Pubco Charter” are to the certificate of incorporation of Pubco following the Closing;

Pubco Common Share Price” are to the share price equal to the volume weighted average closing sale price of one share of Pubco Class A Common Stock as reported on an Approved Exchange (or the exchange on which the shares of Pubco Class A Common Stock are then listed) for a period of at least 20 trading days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination, as adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into Pubco Class A Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to Pubco Class A Common Stock, as determined by the Pubco Board (or a committee thereof) in good faith;

Pubco Common Stock” are to the Pubco Class A Common Stock and Pubco Class B Common Stock;

Pubco EBITDA” are to net income before interest expense, tax expense, depreciation and amortization, each of Pubco determined in accordance with GAAP, subject to certain adjustments; provided that Pubco’s indirect share of any net income, interest expense, tax expense, depreciation and amortization of any unconsolidated joint ventures shall also be included;

Pubco Revenue” are to the gross revenue of Pubco determined in accordance with GAAP; provided that Pubco’s indirect share of any revenue of any unconsolidated joint ventures shall also be included;

Pubco Series A Preferred Stock” are to the Series A Preferred Stock of Pubco;

Pubco Private Placement Warrants” are to the FAST II Private Placement Warrants after the assumption thereof by Pubco at the SPAC Merger Effective Time;

Pubco Public Warrants” are to the FAST II Public Warrants after the assumption thereof by Pubco at the SPAC Merger Effective Time;

Pubco Warrants” are to the Pubco Private Placement Warrants and the Pubco Public Warrants, collectively;

Public Shares” are to shares of FAST II Class A Common Stock sold in the FAST II IPO (whether they were purchased in the FAST II IPO or thereafter in the open market);

public stockholders” are to the holders of FAST II’s Public Shares, including the Sponsor and FAST II’s management team to the extent the Sponsor and/or members of the FAST II management team purchase Public Shares; provided, that the Sponsor’s and each management team member’s status as a “public stockholder” will only exist with respect to such Public Shares;

SEC” are to the U.S. Securities and Exchange Commission;

Securities Act” are to the Securities Act of 1933, as amended;

SPAC Capital Received” are to, without duplication, an amount equal to, as of immediately prior to the Acquisition Merger Effective Time and after the SPAC Merger Effective Time: (a) the funds contained in the Trust Fund; minus (b) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of FAST II Common Stock pursuant to the exercise of redemption rights, the Class B Exchange and the Conversion (to the extent not already paid as of immediately prior to the Acquisition Merger Effective Time); plus (c) the Gross Company Financing Proceeds actually received by the Company at or prior to the Acquisition Merger; plus (d) the proceeds from any financing from alternative sources actually received by FAST II or Pubco at or prior to the Acquisition Merger; provided that in each case of clauses (c) and (d), the proceeds are received from an investor primarily sourced by FAST II, Sponsor or their representatives (which shall not include certain specified investors);

SPAC Merger” are to the merger of FAST II with and into Pubco;

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SPAC Merger Closing Date” are to the date on which the SPAC Merger occurs;

SPAC Merger Effective Time” are to 8:01 a.m. New York City time on the date immediately following the Closing Date;

Sponsor” are to FAST Sponsor II LLC, a Delaware limited liability company, which is FAST II’s sponsor;

Sponsor Minimum Guarantee Shares” are to a number of shares of FAST II Class A Common Stock converted from FAST II Class B Common Stock pursuant to the Class B Exchange equal to the greater of (a) zero and (b) 1,250,000 minus the Sponsor Retained Shares;

Sponsor Redemption Forfeited Shares” are to a number of shares of FAST II Class A Common Stock converted from FAST II Class B Common Stock pursuant to the Class B Exchange equal to (a) 4,446,738 minus (b) the sum of (i) the number of Sponsor Retained Shares and (ii) the number of Sponsor Minimum Guarantee Shares, if any;

Sponsor Redemption Forfeited Warrants” are to a number of FAST II Warrants equal to 2,148,913.

Sponsor Retained Shares” are to a number of shares of FAST II Class A Common Stock converted from FAST II Class B Common Stock pursuant to the Class B Exchange equal to the lesser of (a) 4,446,738 and (b) (i) 4,446,738 multiplied by (ii) (x) the SPAC Capital Received divided by (y) $222,236,870, with any fractional share rounded to the nearest whole number;

Trust Agreement” are to the Investment Management Trust Agreement, dated March 15, 2021, by and between FAST II and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee;

Trust Fund” are to the trust fund established by FAST II for the benefit of its stockholders with Continental Stock Transfer & Trust Company;

Warrant Assumption Agreement” means the Warrant Assignment, Assumption and Amendment Agreement, to be entered by and among FAST II, Pubco and the Warrant Agent in connection with the SPAC Merger Closing; and

Warrant Units” are to the warrant units of the Company which will be set forth in the A&R Operating Agreement.

Unless specified otherwise, amounts in this proxy statement/prospectus are presented in U.S. dollars.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements regarding, among other things, the plans, strategies and prospects, both business and financial, of FAST II and the Company. These statements are based on the beliefs and assumptions, whether or not identified in this proxy statement/prospectus, of the management of FAST II and the Company. Although FAST II and the Company believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither FAST II nor the Company can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “project,” “scheduled,” “seek,” “should,” “will” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of FAST II or the Company prior to the Business Combination, and Pubco and the Company following the Business Combination, to:

        execute its business strategy, including expansions in existing and into new lines of business;

        anticipate the uncertainties inherent in the development of new business lines and business strategies;

        meet the closing conditions to the Business Combination, including approval by stockholders of FAST II and by a majority of the managers of the Company and all of the members of the Company on the expected terms and schedule;

        realize the benefits expected from the proposed Business Combination;

        continue to develop new products and innovations to meet constantly evolving customer demands;

        accelerate adoption of our products and services;

        acquire or make investments in other businesses, patents, technologies, products or services to grow the business;

        increase brand awareness;

        develop, design, and sell services that are differentiated from those of competitors;

        anticipate the impact of the COVID-19 pandemic and its effect on its business and results of operations;

        manage risks associated with operational changes in response to the COVID-19 pandemic;

        attract, train, and retain effective officers, key employees or directors;

        enhance future operating and financial results;

        comply with laws and regulations applicable to its business;

        stay abreast of modified or new laws and regulations applicable to its business, including copyright and privacy regulation;

        anticipate the impact of, and response to, new accounting standards;

        respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events;

        anticipate the significance and timing of contractual obligations;

        maintain key strategic relationships with partners and distributors;

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        respond to uncertainties associated with product and service development and market acceptance;

        successfully defend litigation;

        upgrade and maintain information technology systems;

        access, collect, and use personal data about consumers;

        acquire and protect intellectual property;

        anticipate rapid technological changes;

        meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

        maintain the listing of Pubco’s securities on Nasdaq or another national securities exchange following the Business Combination;

        effectively respond to general economic and business conditions;

        obtain additional capital, including use of the debt market; and

        successfully deploy the proceeds from the Business Combination.

Forward-looking statements are provided for illustrative purposes only and are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the factors discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of FAST II or the Company prior to the Business Combination, and Pubco and the Company following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus.

In addition, the risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the businesses, financial conditions, or results of operations of FAST II or the Company prior to the Business Combination, and Pubco and the Company following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can FAST II or the Company assess the impact of all such risk factors on the businesses of FAST II or the Company prior to the Business Combination, and Pubco and the Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to FAST II or the Company or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. FAST II and the Company prior to the Business Combination, and Pubco and the Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, this proxy statement/prospectus contains statements of belief and similar statements that reflect the beliefs and opinions of FAST II or the Company, as applicable, on the relevant subject. These statements are based upon information available to FAST II or the Company, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that FAST II or the Company, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

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PRESENTATION OF FINANCIAL INFORMATION

This proxy statement/prospectus contains:

1.      the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 of the Company, prepared in accordance with GAAP;

2.      the unaudited condensed consolidated financial statements for the nine months ended September 30, 2022 and 2021 of the Company, prepared in accordance with GAAP;

3.      the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2021 of Producciones de Parques, S.L. (“PDP”), prepared in accordance with GAAP and which are being provided as a result of PDP meeting a significance test for the year ended December 31, 2021 pursuant to Rule 3-09 of Regulation S-X;

4.      the audited financial statements and notes thereto as of and for the year ended December 31, 2021 of Sierra Parima S.A.S. (“Sierra Parima”), prepared in accordance with GAAP and which are being provided as a result of Sierra Parima meeting a significance test for the year ended December 31, 2021 pursuant to Rule 3-09 of Regulation S-X;

5.      the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 of FAST II, prepared in accordance with GAAP; and

6.      the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022 and 2021 of FAST II, prepared in accordance with GAAP.

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the audited consolidated financial statements of the Company. Where information is identified as “unaudited,” it has not been subject to an audit.

Presentation of financial information in accordance with GAAP requires the Company’s management to make various estimates and assumptions which may impact the values shown in its audited consolidated financial statements and the notes thereto. The actual values may differ from such assumptions.

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INDUSTRY AND MARKET DATA

This proxy statement/prospectus contains industry and market data which have been obtained from industry publications, market research and other publicly available information. Such information is supplemented, where necessary, with the Company’s own internal estimates, taking into account publicly available information about other industry participants and the judgment of the Company’s management where information is not publicly available. This information appears in the sections entitled, among others, “Information about the Company — Market and Industry Overview” and “Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Industry publications and market research generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. In some cases, the sources from which this data is derived is not expressly referred to. While the Company compiled, extracted and reproduced industry data from these sources, and believes that the information used is reliable, the Company did not independently verify the data that was extracted or derived from such industry publications or market reports, and cannot guarantee its accuracy or completeness.

The industry and market data that appears in this proxy statement/prospectus is inherently uncertain, involves a number of assumptions and limitations and may not necessarily be reflective of actual market conditions and you are cautioned not to give undue weight to such industry and market data because it may differ from current data due to material changes in market conditions or otherwise. Such statistics are based on market research, which itself is based on sampling and subjective judgements by both the researchers and the respondents, including judgements about what types of products and transactions should be included in the relevant market. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

None of FAST II, Pubco or the Company intends or assumes any obligation to update industry or market data set forth in this proxy statement/prospectus. Because market behavior, preferences and trends are subject to change, prospective investors should be aware that market and industry information in this proxy statement/prospectus and estimates based on any data therein may not be reliable indicators of future market performance or Pubco’s future results of operations.

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TRADEMARKS

This proxy statement/prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names, referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Business Combination, the Special Meeting, and the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to FAST II stockholders. You are urged to read this entire proxy statement/prospectus carefully, including the Annexes and the other documents referred to in this proxy statement/prospectus, to fully understand the Business Combination and the voting procedures for the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:     WHO IS THE COMPANY?

A:     The Company is an experiential entertainment development enterprise focusing on three core businesses: (i) master planning, media and audio production, project management, experiential technologies, and attraction hardware development, procurement and sales for the themed entertainment industry; (ii) development, ownership and operation of entertainment destinations, including resort hotels, theme parks and other location-based entertainment experiences, primarily through joint venture relationships, and Company-owned retail, dining, and entertainment (“RD&E”) zones; and (iii) production, development, and licensing of proprietary narrative, story-driven intellectual properties and partnered consumer and entertainment brands through multiple media and consumer products channels.

Q:     WHAT IS THE BUSINESS COMBINATION?

A:     FAST II, the Company, Pubco and Merger Sub have entered into the Merger Agreement, pursuant to which (a) at 8:01 a.m. New York City time on the date immediately following the Closing Date, FAST II will merge with and into Pubco, with Pubco surviving as the sole owner of Merger Sub, followed by a contribution by Pubco of all of its cash (except for cash required to pay certain transaction expenses) to Merger Sub; and (b) on the following day, Merger Sub will merge with and into the Company, with the Company as the surviving entity of such merger. Following the consummation of the transactions contemplated by the Merger Agreement, the direct interests in the Company will be held by Pubco and the Company Unitholders.

FAST II will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Merger Agreement, and you are receiving this proxy statement/prospectus in connection with such meeting. See “Proposal No. 1 — The Business Combination Proposal.” In addition, a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to in this proxy statement/prospectus, in their entirety.

Q:     WHY IS FAST II PROPOSING THE BUSINESS COMBINATION?

A:     FAST II was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On March 18, 2021, FAST II completed its initial public offering, with each unit consisting of one share of FAST II Class A Common Stock and one-quarter of one redeemable warrant, each whole public warrant to purchase one share of FAST II Class A Common Stock at a price of $11.50 per share, raising total gross proceeds of $222.3 million. Simultaneously with the consummation of the FAST II IPO, FAST II completed a private placement of warrants to its Sponsor, raising total gross proceeds of $6.4 million. Since the FAST II IPO, FAST II’s activity has been limited to the evaluation of business combination candidates.

Based on its due diligence investigations of the Company and the industry in which it operates, including the financial and other information provided by the Company in the course of their negotiations in connection with the Merger Agreement, the FAST II Board believes that the Business Combination is advisable and in the best interests of FAST II and its stockholders. See the sections entitled “Special Meeting Information — Recommendation of FAST II Board of Directors” and “Proposal No. 1 — The Business Combination Proposal — FAST II Board’s Reasons for Approval of the Business Combination.”

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Q:     WHY AM I RECEIVING THIS DOCUMENT?

A:     FAST II is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their shares of FAST II Common Stock with respect to the matters to be considered at the Special Meeting. The Business Combination cannot be completed unless FAST II’s stockholders approve the Business Combination Proposal set forth in this proxy statement/prospectus for their approval. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/prospectus. This document constitutes a proxy statement of FAST II and a prospectus of Pubco. It is a proxy statement because the FAST II Board is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because Pubco, in connection with the Business Combination, is offering shares of Pubco Class A Common Stock, Pubco Series A Preferred Stock and Pubco Warrants in exchange for the outstanding shares of FAST II Common Stock and the outstanding FAST II Warrants, pursuant to the Business Combination. See “Proposal No. 1 — The Business Combination Proposal — Merger Agreement — Merger Consideration.

Q:     WHAT WILL FAST II STOCKHOLDERS RECEIVE IN THE BUSINESS COMBINATION?

A:     At the SPAC Merger Effective Time:

        each FAST II Unit outstanding immediately prior to the SPAC Merger Effective Time will be automatically separated and the holder thereof will be deemed to hold one share of FAST II Class A Common Stock and one-quarter of one FAST II Warrant;

        each share of FAST II Class A Common Stock (except for each share of FAST II Class A Common Stock converted from FAST II Class B Common Stock pursuant to the Class B Exchange) will be automatically exchanged for the right to receive (x) 0.5 shares of Pubco Class A Common Stock and 0.5 shares of Pubco Series A Preferred Stock and (y) 50% of the Additional SPAC Share Consideration;

        each share of FAST II Class A Common Stock converted from the FAST II Class B Common Stock pursuant to the Class B Exchange will automatically be exchanged for the right to receive (A) one newly issued share of Pubco Class A Common Stock and (B) the applicable portion of any Earnout Shares; and

        each FAST II Warrant outstanding immediately prior to the SPAC Merger will be assumed by Pubco on substantially the same terms as were in effect immediately prior to the SPAC Merger.

Q:     WHAT WILL COMPANY STOCKHOLDERS RECEIVE IN THE BUSINESS COMBINATION?

A:     At the Acquisition Merger Effective Time:

        each issued and outstanding Company Unit (other than the Cancelled Units and Company Financing Units) will be converted into the right to receive (x) a number of shares of Pubco Class B Common Stock and a number of New Company Units, in each case equal to the Acquisition Merger Exchange Number (the “Per Unit Consideration”) and (y) the applicable portion of any Earnout Shares and Earnout Units;

        each Company Financing Unit will be converted into the right to receive (x) the Per Unit Consideration and (y) the Additional Company Financing Unit Consideration;

        each Company Unit held in treasury of the Company as of immediately prior to the Acquisition Merger Effective Time (collectively, the “Cancelled Units”) will be cancelled without any conversion and no payment or distribution will be made with respect to such Cancelled Units; and

        the units of Merger Sub that are issued and outstanding will be converted into and become (x) a number of New Company Units equal to the number of shares of Pubco Class A Common Stock outstanding immediately after the SPAC Merger, (y) a number of Preferred Units equal to the number of shares of Pubco Series A Preferred Stock outstanding immediately after the SPAC Merger and (z) a number of Warrant Units equal to the number of Pubco Warrants outstanding immediately after the SPAC Merger, in each case of the foregoing clauses (x) through (z) after giving effect to the redemption of any shares of FAST II Common Stock in connection with the exercise of redemption rights, the Class B Exchange and the Conversion.

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        Notwithstanding the foregoing, with a view to satisfy the Listing Condition, the Company and FAST II will in good faith discuss and allow a portion of the Per Unit Consideration to take the form of shares of Pubco Class A Common Stock in lieu of the same number of (1) shares of Pubco Class B Common Stock and (2) New Company Units.

        Jefferies LLC, the Sponsor and holders of Company Units immediately before the Acquisition Merger (but not including holders of Company Financing Units in their capacity as holders of Company Financing Units) will be entitled to receive a number of Earnout Shares and Earnout Units, which will be deposited into escrow at the Acquisition Merger Effective Time and be earned, released and delivered upon satisfaction of certain milestones described below.

        If (x) at any time during the Earnout Period the Pubco Common Share Price is greater than $20.00 or (y) prior to the Earnout Period End Date Pubco consummates a transaction (other than the Business Combination) which results in the stockholders of Pubco having the right to exchange their shares of Pubco Class A Common Stock for cash, securities and/or other property having an aggregate value equaling or exceeding $20.00 per share, 15,000,000 of the Earnout Shares and 15,000,000 of the Earnout Units will vest and be released from escrow;

        If (x) at any time during the Earnout Period the Pubco Common Share Price is greater than $25.00 or (y) prior to the Earnout Period End Date Pubco consummates a transaction (other than the Business Combination) which results in the stockholders of Pubco having the right to exchange their shares of Pubco Class A Common Stock for cash, securities and/or other property having an aggregate value equaling or exceeding $25.00 per share, another 15,000,000 of the Earnout Shares and 15,000,000 of the Earnout Units will vest and be released from escrow;

        If (x) at any time during the Earnout Period the Pubco Common Share Price is greater than $30.00 or (y) prior to the Earnout Period End Date Pubco consummates a transaction (other than the Business Combination) which results in the stockholders of Pubco having the right to exchange their shares of Pubco Class A Common Stock for cash, securities and/or other property having an aggregate value equaling or exceeding $30.00 per share, the final 10,000,000 of the Earnout Shares and final 10,000,000 of the Earnout Units will vest and be released from escrow;

        Promptly following the filing of the annual report for the fiscal year ending December 31, 2023, if the Pubco EBITDA for one (but not both) of the third quarter or fourth quarter in 2023 is equal to or greater than the applicable target Pubco EBITDA specified for such quarter, 7,500,000 Earnout Shares and 7,500,000 Earnout Units will vest and be released from escrow; provided, that if the Pubco EBITDA for the fiscal year ending December 31, 2023 is less than $12,416,530, no Earnout Shares or Earnout Units will be released from escrow;

        Promptly following the filing of the annual report for the fiscal year ending December 31, 2023, if the Pubco EBITDA for both the third quarter and fourth quarter in 2023 is equal to or greater than the applicable target Pubco EBITDA specified for such quarters, 15,000,000 Earnout Shares and 15,000,000 Earnout Units will vest and be released from escrow; provided, that if the Pubco EBITDA for the fiscal year ending December 31, 2023 is less than $12,416,530, no Earnout Shares or Earnout Units will be released from escrow;

        Promptly following the filing of the annual report for the fiscal year ending December 31, 2023, if the Pubco Revenue for one (but not both) of the third quarter or fourth quarter in 2023 is equal to or greater than the applicable target Pubco Revenue specified for such quarter, 2,500,000 Earnout Shares and 2,500,000 Earnout Units will vest and be released from escrow; provided, that if the Pubco Revenue for the fiscal year ending December 31, 2023 is less than $70,000,000, no Earnout Shares or Earnout Units will be released from escrow;

        Promptly following the filing of the annual report for the fiscal year ending December 31, 2023, if the Pubco Revenue for both the third quarter and fourth quarter in 2023 is equal to or greater than the applicable target Pubco Revenue specified for such quarters, 5,000,000 Earnout Shares and 5,000,000

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Earnout Units will vest and be released from escrow; provided, that if the Pubco Revenue for the fiscal year ending December 31, 2023 is less than $70,000,000, no Earnout Shares or Earnout Units will be released from escrow;

        Promptly following the filing of the applicable periodic public filing after each quarter in 2024, if the Pubco EBITDA for the applicable period is equal to or greater than the applicable target Pubco EBITDA specified for such period, 2,500,000 Earnout Shares and 2,500,000 Earnout Units will vest and be released from escrow;

        Promptly following the filing of the applicable periodic public filing after each quarter in 2024, if the Pubco Revenue for the applicable period is equal to or greater than the applicable target Pubco Revenue specified for such period, 2,500,000 Earnout Shares and 2,500,000 Earnout Units will vest and be released from escrow; and

        As a condition for any such vesting and release from escrow, the holder of the applicable Earnout Shares and/or Earnout Units will be required to enter into a lock-up agreement providing that such Earnout Shares and/or Earnout Units will not be transferable (except to affiliates) for 365 days from the applicable date of release. The actual Pubco EBITDA and Pubco Revenue for each quarter will be determined by the audit committee of the board of directors of Pubco.

Following the waiver or expiration of the Company Member Lock-Up Period, each Company Unitholder will have the option to cause the Company to redeem its New Company Units in whole or in part. Upon any such redemption, the Company will cause such redeemed New Company Units to be cancelled, Pubco will cancel, for no additional consideration, the corresponding shares of Pubco Class B Common Stock, and Pubco will exchange such redeemed New Company Units for, at the discretion of a disinterested majority of the Pubco Board (the “Disinterested Majority”), either (i) an equivalent number of shares of Pubco Class A Common Stock (“Share Settlement”) or (ii) an amount of cash equal to the fair market value of such number of shares of Pubco Class A Common Stock (“Cash Settlement”); provided, however, that Pubco may elect to effect a direct exchange of the redeemed New Company Units for such Share Settlement or Cash Settlement (subject to limitations set forth in the A&R Operating Agreement), in which case Pubco will acquire the redeemed New Company Units and be treated for all purposes as the owner of such units. We expect that the Disinterested Majority will exclude any directors who directly or indirectly have a material interest (including an economic interest) in such election decision. By giving discretion for an election decision only to the Disinterested Majority, Pubco and the Company seek to avoid conflicts of interest that could bring into question the integrity of such an election decision. In making an election decision, the Disinterested Majority may take into account general economic and business conditions, the Company’s financial condition and operating results, its available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, the potential dilutive impact of new issuances of Pubco Class A Common Stock, and such other factors as the Disinterested Majority may deem relevant.

Q:     WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for            , 2023; however, such meeting could be adjourned, as described in this proxy statement/prospectus. Neither FAST II nor the Company can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. Prior to the Closing of the Business Combination, FAST II must obtain the approval of the public stockholders of the Business Combination Proposal, the Company must obtain the written consent of its members of the Business Combination, and FAST II and the Company must satisfy other closing conditions. See “Proposal No. 1 — The Business Combination Proposal — Merger Agreement — Conditions to the Business Combination.”

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Q:     WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?

A:     If FAST II does not complete the Business Combination for any reason, FAST II would search for another target business with which to complete a business combination. If FAST II does not complete the Business Combination or a business combination with another target business by March 18, 2023 (subject to any Extension), FAST II must redeem 100% of the Public Shares at a per share price, payable in cash, equal to the amount then held in the Trust Fund (less taxes paid or payable, if any, and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares. The Sponsor has no redemption rights in the event a business combination is not effected in the Completion Window, and, accordingly, their Founder Shares will have no value. Additionally, in the event of such liquidation, there will be no distribution with respect to FAST II’s outstanding warrants. Accordingly, the warrants will expire worthless. See “Risk Factors” and “Proposal No. 1 — The Business Combination Proposal — Merger Agreement — Termination.”

Q:     If the Merger Agreement is terminated, will the Company be required to pay a termination fee to FAST II?

A:     Under certain circumstances, the Company will be required to pay FAST II a termination fee in an amount equal to (a) $12,500,000 minus (b) half of any amount advanced by the Company or Infinite Acquisitions to FAST II to cover any expenses incurred in connection with extending the business combination deadline under the FAST II Charter. However, the termination fee will be reduced by half in the event that the Merger Agreement is terminated or terminable or because all closing conditions except for the Listing Condition are satisfied or is terminated by FAST II pursuant to the Interim Financing Termination Right. For additional information, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Merger Agreement — Termination.”

Q:     HOW WILL PUBCO BE MANAGED AND GOVERNED FOLLOWING THE BUSINESS COMBINATION?

A:     The Merger Agreement provides that, immediately following the consummation of the Business Combination, the Pubco Board will be comprised of seven directors, which will be divided into three classes (Class I, II and III). Class II will consist of two directors, each of whom have been designated by FAST II, and Classes I and III will consist of two directors and three directors, respectively, all of whom have been designated by the Company. Immediately following the Business Combination, we expect the current management of the Company will become management of Pubco. Please see the section entitled “Management of Pubco Following the Business Combination” for further information.

Q:     WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE SPAC MERGER?

A:     As discussed more fully under “Material U.S. Federal Income Tax Considerations,” it is intended that the SPAC Merger qualifies as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and the conversion of FAST II Class A Common Stock into Pubco Class A Common Stock (including the Additional SPAC Share Consideration) and Pubco Series A Preferred Stock (i.e., the Conversion) qualifies as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code. The tax consequences of the SPAC Merger to a holder will depend on the holder’s particular circumstances. All holders are strongly urged to consult their tax advisors for a full description and understanding of the tax consequences to them of the SPAC Merger, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the SPAC Merger, see “Material U.S. Federal Income Tax Considerations.”

Q:     WILL THE COMPANY OBTAIN NEW FINANCING IN CONNECTION WITH THE BUSINESS COMBINATION?

A:     On July 11, 2022, the Company and Infinite Acquisitions LLLP, an existing equityholder of the Company (formerly known as Katmandu Collections LLLP, “Infinite Acquisitions”), have entered into a subscription agreement (the “Subscription Agreement”), pursuant to which Infinite Acquisitions agreed to subscribe for and purchase, and the Company agreed to issue and sell to Infinite Acquisitions, in one or more closings, prior to or substantially concurrently with the Closing, $60,000,000 of Company Financing Units at a price of $10.00

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per Company Financing Unit. As of the date of the Subscription Agreement, of the $60,000,000 (the “Private Placement Investment Amount”), $20,000,000 had been pre-funded by Infinite Acquisitions through a series of debt financings and deployed to the Company’s investment in its Punta Cana resort. On October 6, 2022 Infinite Acquisitions entered into a Conversion Agreement with the Company pursuant to which $20.0 million of the debt owed to Infinite Acquisition was converted to 2,000,000 Company Financing Units. As of December 31, 2022, Infinite Acquisitions has been issued 5,820,900 Company Financing Units for an aggregate consideration of $58.2 million, including the debt to equity conversion.

FAST II may enter into one or more agreements with any investor (i) to effect certain pre-approved financing arrangements without any consent or approval required from the Company or (ii) pursuant to which FAST II may issue such other equity or non-equity securities as approved by the Company in writing in its sole discretion. At the request of FAST II, the Company will use its reasonable best efforts to assist FAST II in arranging any alternative financing.

Q:     WHAT EQUITY STAKE WILL CURRENT FAST II PUBLIC STOCKHOLDERS, THE SPONSOR, INFINITE ACQUISITIONS AND THE COMPANY UNITHOLDERS HOLD IN PUBCO FOLLOWING THE CLOSING?

A:     Ownership excluding the impact of the Pubco Warrants, Earnout Shares and Earnout Units

 

No Redemptions Scenario

 

50% Redemptions Scenario

 

Maximum Redemptions Scenario

   

Shares of
Pubco
Common
Stock

 

Shares of
Pubco
Series A
Preferred
Stock

 

% Pubco
Class A
Common
Stock

 

% Pubco
Class B
Common
Stock

 

% Pubco
Series A
Preferred
Stock

 

%
Total
Voting
Power

 

Shares of
Pubco
Common
Stock

 

Shares of
Pubco
Series A
Preferred
Stock

 

% Pubco
Class A
Common
Stock

 

% Pubco
Class B
Common
Stock

 

% Pubco
Series A
Preferred
Stock

 

%
Total
Voting
Power

 

Shares of
Pubco
Common
Stock

 

Shares of
Pubco
Series A
Preferred
Stock

 

%
Class A
Common
Stock

 

%
Class B
Common
Stock

 

% of Pubco
Series A
Preferred
Stock

 

%
Total
Voting
Power

FAST II public stockholders(1)

 

11,838,847

 

11,116,844

 

72.7

%

 

0.0

%

 

100.0

%

 

27.0

%

 

6,093,028

 

5,558,422

 

73.3

%

 

0.0

%

 

100.0

%

 

16.3

%

 

0

 

0

 

0.0

%

 

0.0

%

 

0.0

%

 

0.0

%

Sponsor(2)

 

4,446,738

 

0

 

27.3

%

 

0.0

%

 

0.0

%

 

5.5

%

 

2,223,369

 

0

 

26.7

%

 

0.0

%

 

0.0

%

 

3.2

%

 

1,250,000

 

0

 

100.0

%

 

0.0

%

 

0.0

%

 

2.2

%

Holders of Company Units other than Company Financing Units(3)

 

48,587,077

 

0

 

0.0

%

 

88.4

%

 

0.0

%

 

59.6

%

 

48,587,077

 

0

 

0.0

%

 

88.1

%

 

0.0

%

 

70.9

%

 

48,587,077

 

0

 

0.0

%

 

87.2

%

 

0.0

%

 

85.3

%

Holders of Company Financing Units(4)

 

6,389,681

 

0

 

0.0

%

 

11.6

%

 

0.0

%

 

7.9

%

 

6,577,078

 

0

 

0.0

%

 

11.9

%

 

0.0

%

 

9.6

%

 

7,111,684

 

0

 

0.0

%

 

12.8

%

 

0.0

%

 

12.5

%

Total Shares Outstanding(1)(2)(3)(4)

 

71,262,343

 

11,116,844

 

100.0

%

 

100.0

%

 

100.0

%

 

100.0

%

 

63,480,552

 

5,558,422

 

100.0

%

 

100.0

%

 

100.0

%

 

100.0

%

 

56,948,761

 

0

 

100.0

%

 

100.0

%

 

0.0

%

 

100.0

%

____________

(1)      Excludes Pubco securities underlying the Pubco Public Warrants in each scenario. Includes 722,003 shares of Pubco Class A Common Stock, allocated equally among the FAST II public stockholders who do not redeem their public shares in connection with the Business Combination (“Bonus Shares”) in the no redemptions scenario, 534,607 Bonus Shares in the 50% redemptions scenario, and no Bonus Shares in the maximum redemptions scenario. Assumes proceeds from the Company Financing are $60,000,000.

(2)      Excludes Pubco securities underlying the Pubco Private Placement Warrants in each scenario. Each redemptions scenario also reflects the forfeiture of 1,111,684 Additional Incentive Forfeiture Shares. Additionally, the 50% redemptions scenario reflects the forfeiture of 2,223,369 Sponsor Redemption Forfeiture Shares and the maximum redemptions scenario reflects the forfeiture of 3,196,738 Sponsor Redemption Forfeiture Shares. Excludes 1,111,684 Earnout Shares in the no redemptions scenario, 1,600,000 Earnout Shares in the 50% redemptions scenario and 1,200,000 Earnout Shares in the 100% redemptions scenario.

(3)      Excludes 77,288,316 Earnout Shares and 77,288,316 Earnout Units in the no redemptions scenario, 76,800,000 Earnout Shares and 76,800,000 Earnout Units in the 50% redemptions scenario and 78,000,000 Earnout Shares and 78,000,000 Earnout Units in the 100% redemptions scenario. Does not reflect potential adjustments for changes to the form of consideration under the Merger Agreement, which permits the Company and FAST II to allow a portion of the Per Unit Consideration to take the form of shares of Pubco Class A Common Stock in lieu of the same number of shares of Pubco Class B Common Stock and New Company Units if determined in good faith with a view toward satisfying the Listing Condition. Infinite Acquisitions LLLP, Katmandu Ventures, LLC, and CilMar Ventures, LLC Series A are the holders of Company Units. Katmandu Ventures, LLC is controlled by the Company’s Executive Chairman, Scott Demerau, and his wife, a director of the Company, Julia Demerau. CilMarVentures, LLC Series A is controlled by the Company’s Chief Executive Officer, Cecil D. Magpuri, and his wife, a director of the Company, Marty Magpuri. For more information, see the section of this proxy statement/prospectus titled “Beneficial Ownership of Securities.”

(4)      Includes Additional Company Financing Unit Consideration that includes 389,681, 577,077 and 1,111,684 shares of Pubco Class B Common Stock in the no redemptions scenario, 50% redemptions scenario and maximum redemptions scenario, respectively. Assumes proceeds from the Company Financing are $60,000,000. Infinite Acquisitions LLLP is the holder of the Company Financing Units. Does not reflect potential adjustments for changes to the form of consideration under the

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Merger Agreement, which permits the Company and FAST II to allow a portion of the Per Unit Consideration to take the form of shares of Pubco Class A Common Stock in lieu of the same number of shares of Pubco Class B Common Stock and New Company Units if determined in good faith with a view toward satisfying the Listing Condition.

Additional Sources of Dilution(5)

 

No Redemptions
Scenario

 

50% Redemptions
Scenario

 

Maximum Redemptions
Scenario

   

Shares of
Pubco
Common
Stock

 

Shares
of Pubco
Series A
Preferred
Stock

 

%
Dilution
(7)

 

Shares of
Pubco
Common
Stock

 

Shares
of Pubco
Series A
Preferred
Stock

 

%
Dilution
(7)

 

Shares of
Pubco
Common
Stock

 

Shares
of Pubco
Series A
Preferred
Stock

 

%
Dilution
(7)

Pubco Public Warrants(6)

 

2,959,712

 

2,779,221

 

6.5

%

 

3,046,514

 

2,779,211

 

7.8

%

 

5,558,422

 

0

 

8.9

%

Pubco Private Placement Warrants(6)

 

2,288,477

 

2,148,913

 

5.1

%

 

2,355,594

 

2,148,913

 

6.1

%

 

2,148,913

 

0

 

3.6

%

Earnout Shares – Falcon’s Shareholders

 

77,288,316

 

0

 

48.7

%

 

76,800,000

 

0

 

52.8

%

 

78,000,000

 

0

 

57.8

%

Earnout Shares – Sponsor

 

1,111,685

 

0

 

1.3

%

 

1,600,000

 

0

 

2.3

%

 

1,200,000

 

0

 

2.1

%

Earnout Shares – Jefferies

 

1,600,000

 

0

 

1.9

%

 

1,600,000

 

0

 

2.3

%

 

800,000

 

0

 

1.4

%

(5)      Represents the number of shares of Pubco Common Stock and Pubco Series A Preferred Stock issuable upon the exercise of all outstanding Pubco Public Warrants and Pubco Private Placement Warrants and upon the satisfaction of the earnout conditions set forth in the Merger Agreement, as applicable.

(6)      Reflects the adjustment to the securities issuable upon exercise of the Pubco Public Warrants and Pubco Private Placement Warrants pursuant to Section 4.5 of the FAST II Warrant Agreement. At Closing, in the No Redemptions Scenario and 50% Redemptions Scenario, due to the application of the Alternative Issuance under Section 4.5 of the FAST II Warrant Agreement, each Pubco Warrant will be exercisable for the following: (i) one half of one share of Pubco Common Stock, (ii) one half of one share of Pubco Series A Preferred Stock, and (iii) a number of shares of Pubco Common Stock equal to the number of Bonus Shares allocable to one Public Share pursuant to the Merger Agreement. At Closing, in the Maximum Redemptions Scenario, there will be no Alternative Issuance under Section 4.5 of the FAST II Warrant Agreement and accordingly no adjustment to the shares underlying the Pubco Warrants will be made and each Pubco Warrant will be exercisable for one share of Pubco Common Stock. The number of Bonus Shares issuable per warrant in the No Redemptions Scenario, 50% Redemptions Scenario, and Maximum Redemptions Scenario is 0.0649, 0.0962, and 0, respectively.

(7)      To illustrate the potential dilutive impacts to non-redeeming shareholders of FAST II, the percentage dilution is calculated as the number of shares of Pubco Common Stock issued upon exercise of the dilutive instrument divided by the sum of (i) total shares of Pubco Common Stock outstanding (including the shares of Pubco Series A Preferred Stock on an as-converted basis but excluding the impact of the other dilutive instruments) and (ii) the shares of Pubco Common Stock issued upon exercise of the dilutive instrument.

Pro Forma Share Impact from Sources of Dilution(8)

 

No Redemptions
Scenario

 

50% Redemptions
Scenario

 

Maximum Redemptions
Scenario

   

Proceeds

 

per
Share
(9)

 

Proceeds

 

per
Share
(9)

 

Proceeds

 

per
Share
(9)

Pubco Public Warrants

 

$

65,997,615

 

$

0.76

 

$

66,995,838

 

$

0.90

 

$

63,921,853

 

$

1.02

Pubco Private Placement Warrants

 

$

51,029,979

 

$

0.59

 

$

51,801,825

 

$

0.71

 

$

24,712,500

 

$

0.42

Earnout Shares – Falcon’s Shareholders

 

$

0

 

$

0.00

 

$

0

 

$

0.00

 

$

0

 

$

0.00

Earnout Shares – Sponsor

 

$

0

 

$

0.00

 

$

0

 

$

0.00

 

$

0

 

$

0.00

Earnout Shares – Jefferies

 

$

0

 

$

0.00

 

$

0

 

$

0.00

 

$

0

 

$

0.00

(8)      For the purposes of the sensitivity analysis and each potential source of dilution, the amount of proceeds from the exercise of each dilutive instrument is shown. Proceeds are additive to the book value of equity of Pubco with no other adjustments assumed to the Pubco book value equity in the analysis above. The dollar per share impact is calculated as the incremental impact to book value per equity of Pubco resulting from each potential source of dilution and related proceeds on an individual basis. For the Pubco Public Warrants and Pubco Private Placement Warrants, proceeds reflect receipt of the exercise price of $11.50, consistent with the FAST II Warrant Agreement (as amended by the Warrant Assumption Agreement).

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(9)      The per-share impact from sources of dilution is calculated as the amount of proceeds from the exercise of each dilutive instrument divided by the sum of (i) total shares of Pubco Common Stock outstanding (including the shares of Pubco Series A Preferred Stock on an as-converted basis but excluding the impact of the other dilutive instruments) and (ii) the shares of Pubco Common Stock issued upon exercise of the dilutive instrument.

If a public stockholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. We cannot predict the ultimate value of the Pubco Public Warrants following the consummation of the Business Combination, but assuming that 100% or 22,233,687 shares of FAST II Class A Common Stock held by our public stockholders were redeemed, the 5,558,421 retained outstanding FAST II Public Warrants would have an aggregate value of $          , based on a price per FAST II Public Warrant of $           on           , 2023, the FAST II Record Date.

For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.

Q:     WHAT UNDERWRITING FEES ARE PAYABLE IN CONNECTION with THE BUSINESS COMBINATION?

A:     Jefferies LLC, the underwriter in the FAST II IPO, is entitled to deferred underwriting commissions totaling $7,775,000 upon the consummation of the Business Combination, such amount being held in the Trust Fund until the consummation of the Business Combination. Such amount will not be adjusted to account for redemptions of FAST II Class A Common Stock by the public stockholders. Accordingly, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the FAST II IPO will increase as the number of shares of FAST II Class A Common Stock redeemed increases.

Deferred Underwriting Commissions

 

No Redemptions
Scenario

 

Percentage of
Gross IPO
Proceeds
Remaining in
Trust Account

 

50%
Redemptions
Scenario

 

Percentage of
Gross IPO
Proceeds
Remaining in
Trust Account

 

Maximum
Redemptions
Scenario

 

Percentage of
Gross IPO
Proceeds
Remaining in
Trust Account

Unredeemed Public Shares

 

 

22,233,687

   

 

 

 

11,116,844

   

 

 

 

0

   

Gross IPO proceeds remaining in the Trust Fund following redemptions(1)

 

$

222,336,870

   

 

 

$

111,168,440

   

 

 

$

0

   

IPO deferred fees payable

 

$

7,750,000

 

3.5

%

 

$

7,750,000

 

7.0

%

 

$

7,750,000

 

____________

(1)      Assumes a per-share redemption value of $10.00.

For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.

Q:     FOLLOWING THE BUSINESS COMBINATION, WILL PUBCO’S SECURITIES TRADE ON A STOCK EXCHANGE?

A:     Yes. The FAST II Units, FAST II Class A Common Stock and FAST II Public Warrants are currently listed on the NYSE under the symbols “FZT.U,” “FZT” and “FZT.WS,” respectively. Following the Closing, Pubco Class A Common Stock, Pubco Series A Preferred Stock and Pubco Public Warrants are expected to be listed on an Approved Exchange, and the FAST II Units, FAST II Class A Common Stock and FAST II Public Warrants will be delisted from the NYSE and deregistered under the Exchange Act. Pubco Class B Common Stock will not be listed on any exchange.

Q:     HOW HAS THE ANNOUNCEMENT OF THE BUSINESS COMBINATION AFFECTED THE TRADING PRICE OF FAST II’S SECURITIES?

A:     On July 11, 2022, the trading date preceding the announcement of the Business Combination, the closing prices of the FAST II Units, FAST II Class A Common Stock, and FAST II Public Warrants as reported by NYSE were $9.78, $9.77 and $0.19, respectively. The closing prices of the FAST II Units, FAST II Class A Common Stock, and FAST II Public Warrants as reported by NYSE on February 9, 2023 were $10.21, $10.09, and $0.60, respectively. Holders of FAST II’s securities should obtain current market quotations for the securities. The market price of FAST II’s securities could vary at any time prior to Closing.

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Q:     HOW DO THE PUBLIC WARRANTS DIFFER FROM THE PRIVATE PLACEMENT WARRANTS AND WHAT ARE THE RELATED RISKS FOR ANY PUBLIC WARRANT HOLDERS FOLLOWING THE BUSINESS COMBINATION?

A:     The Pubco Private Placement Warrants will be identical to the Pubco Public Warrants in all material respects, except that the Pubco Private Placement Warrants and the Pubco Class A Common Stock issuable upon the exercise of the Pubco Private Placement Warrants will not be transferable, assignable or saleable until 180 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Pubco Private Placement Warrants will be exercisable on a cashless basis (see the section titled “Description of Pubco Securities after the Business Combination — Warrants — Private Placement Warrants”). If the Pubco Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Pubco Private Placement Warrants will be exercisable by such holders on the same basis as the Pubco Public Warrants.

Public stockholders who redeem their shares of FAST II Class A Common Stock may continue to hold any FAST II Warrants that they own. Based on a market price of $0.60 per FAST II Public Warrant on February 9, 2023, the total value of the FAST II Public Warrants that may be retained by redeeming stockholders assuming maximum redemptions was $3,335,052.60. The exercise of FAST II Warrants would result in additional dilution to non-redeeming holders. See “Risk Factors — Risks Related to FAST II and the Business Combination — The exercise of FAST II Warrants for shares of FAST II Class A Common Stock would increase the number of shares eligible for future resale in the public market and result in dilution to FAST II Stockholders. Such dilution will increase if more shares of FAST II Class A Common Stock are redeemed.

Following the Business Combination and the adoption of the Warrant Agreement Amendment, Pubco may redeem the Pubco Warrants prior to their exercise at a time that is disadvantageous to the holder, which would significantly impair the value of such warrants. Pubco will have the ability to redeem outstanding Pubco Warrants upon not less than 30 days’ prior written notice of redemption to each warrant holder at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Pubco Class A Common Stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). Pubco will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Pubco Class A Common Stock issuable upon exercise of such warrants is effective and a current prospectus relating to that Pubco Class A Common Stock is available throughout the 30-day redemption period. If and when the Pubco Warrants become redeemable by Pubco, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

In addition, Pubco will have the ability to redeem the outstanding Pubco Warrants upon not less than 30 days’ prior written notice of redemption at any time after they become exercisable and prior to their expiration at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for a share capitalization or share dividend payable in shares of Pubco Class A Common Stock, or by a split-up of common stock or other similar event). In such a case, the holders will be able to exercise their Pubco Warrants prior to redemption for a number of shares of Pubco Class A Common Stock determined based on the redemption date and the fair market value of the Pubco Class A Common Stock and, if the Reference Value is less than $18.00 per share (as adjusted for a share capitalization or share dividend payable in shares of Pubco Class A Common Stock, or by a split-up of common stock or other similar event) (or at any Reference Value in the case of Pubco Private Warrants), holders will be able to exercise their warrants on a cashless basis. Please see the section titled “Description of Pubco Securities after the Business Combination — Warrants — Pubco Warrants” for further information. The value received upon exercise of the Pubco Warrants (1) may be less than the value the holders would have received if they had exercised their Pubco Warrants at a later time when the underlying share price is higher and (2) may not compensate the holders for the value of the Pubco Warrants.

In each case, Pubco may only call the Pubco Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder, provided that holders will be able to exercise their Pubco Warrants prior

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to the time of redemption and, at Pubco’s election, any such exercise may be required to be on a cashless basis. As required by the terms of the FAST II Warrant Agreement, notice of redemption will be mailed by first class mail, postage prepaid, by Pubco to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books of Pubco. The FAST II Warrant Agreement provides that any notice mailed in the foregoing manner will be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via Pubco’s posting of the redemption notice to DTC.

Redemption of the outstanding Pubco Warrants could force you (i) to exercise your Pubco Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Pubco Warrants at the then-current market price when you might otherwise wish to hold your Pubco Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Pubco Warrants are called for redemption, is likely to be substantially less than the market value of your Pubco Warrants.

Recent trading prices for the FAST II Class A Common Stock have not exceeded the $10.00 per share threshold at which the FAST II Public Warrants would become redeemable.

See “Description of Pubco Securities after the Business Combination — Warrants — Pubco Warrants” and “Risk Factors — Risks Related to FAST II and the Business Combination — FAST II may redeem unexpired FAST II Warrants prior to their exercise at a time that is disadvantageous to holders of FAST II Warrants, making such warrants worthless.”

Q:     WHAT IS THE TAX RECEIVABLE AGREEMENT?

A:     In connection with the Closing, the Company will enter into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with Pubco and certain members of the Company (the “TRA Holders”), a copy of which is attached to this proxy statement/prospectus as Annex F. Pursuant to the Tax Receivable Agreement, among other things, Pubco will be required to pay to each TRA Holder 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of the increases in tax basis resulting from any exchange of New Company Units for Pubco Class A Common Stock or cash in the future and certain other tax benefits arising from payments under the Tax Receivable Agreement. Any such payments to TRA Holders will reduce the cash provided by the tax savings generated from future exchanges that would otherwise have been available to Pubco for other uses, including reinvestment or dividends to holders of Pubco’s stock. Cash tax savings from the remaining 15% of the tax benefits will be retained by Pubco. In certain cases, Pubco’s obligations under the Tax Receivable Agreement may accelerate and become due and payable, based on certain assumptions, upon a change in control and certain other termination events, as defined the Tax Receivable Agreement. These payments are the obligation of Pubco and not of the Company.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless Pubco exercises its right to terminate the Tax Receivable Agreement or certain other acceleration events occur (including upon a change of control), in each case, pursuant to which Pubco would be required to pay an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement (computed using certain assumptions). The summary of the terms of the Tax Receivable Agreement included in this proxy statement/prospectus is not a complete description thereof and is qualified in its entirety by the full text thereof. For further discussion of the Tax Receivable Agreement, please see the section titled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

Q:     DID THE FAST II BOARD OBTAIN A THIRD-PARTY FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE TRANSACTION?

A:     Yes. The FAST II Board received two separate fairness opinions from Opportune Partners LLC (“Opportune”) as to the fairness, from a financial point of view, to FAST II and the holders of FAST II Class A Common Stock of the consideration to be paid by Pubco in the Business Combination. For additional information, please see the sections entitled “Proposal No. 1 — The Business Combination Proposal — Opinions of FAST II’s Financial Advisor  Initial Opinion of Opportune to FAST II Board and Proposal No. 1 — The Business Combination Proposal — Opinions of FAST II’s Financial Advisor — Updated Opinion of Opportune to FAST II Board” and the opinions of Opportune attached as Annex L and Annex M to this proxy statement/prospectus.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:     WHEN AND WHERE IS THE SPECIAL MEETING?

A:     The Special Meeting will be held on            , 2023, at            a.m. Eastern Time. FAST II stockholders may attend, vote and examine the list of FAST II stockholders entitled to vote at the Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. The Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically.

Q:     WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:     The FAST II stockholders are being asked to vote on the following:

        A proposal to adopt the Merger Agreement and the transactions contemplated by the Merger Agreement. See the section entitled “Proposal No. 1 — The Business Combination Proposal.”

        A proposal with respect to the material differences between the FAST II Charter and bylaws (the “FAST II Bylaws”) and the Pubco Charter and the Pubco Bylaws to be adopted in connection with the Business Combination. See the section entitled “Proposal No. 2 — Pubco Organizational Documents Advisory Proposals.”

        A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or the Pubco Organizational Documents Advisory Proposals. See the section entitled “Proposal No. 3 — The Adjournment Proposal.”

FAST II will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting.

Stockholders should read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to in this proxy statement/prospectus.

Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Pubco Organizational Documents Advisory Proposals will not be presented to stockholders for a vote.

The vote of stockholders is important.    Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     I AM A FAST II WARRANT HOLDER. WHY AM I RECEIVING THIS PROXY STATEMENT/PROSPECTUS?

A:     At the SPAC Merger Effective Time, each FAST II Warrant will be assumed and automatically converted into one Pubco Warrant and will entitle the warrant holders to purchase, at a purchase price of $11.50 for each Pubco Warrant, (i) one half of one share of Pubco Common Stock, (ii) one half of one share of Pubco Series A Preferred Stock, and (iii) a number of shares of Pubco Common Stock equal to the number of Bonus Shares allocable to one Public Share pursuant to the Warrant Agreement (as amended by the Warrant Assumption Agreement). This proxy statement/prospectus includes important information about the Company and the business of the Company and its subsidiaries following consummation of the Business Combination. As holders of FAST II Warrants will be entitled to purchase Pubco securities upon consummation of the Business Combination, FAST II urges you to read the information contained in this proxy statement/prospectus carefully.

Q:     WHY IS FAST II PROVIDING STOCKHOLDERS WITH THE OPPORTUNITY TO VOTE ON THE BUSINESS COMBINATION?

A:     FAST II is seeking approval of the Business Combination for purposes of complying with the FAST II Charter. In addition, pursuant to the FAST II Charter, FAST II must provide all public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the consummation of an initial business combination (as

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defined in the FAST II Charter) either in conjunction with a tender offer or in conjunction with a stockholder vote to approve such initial business combination. Because FAST II is submitting the initial business combination to the stockholders for their approval, the FAST II Charter requires FAST II to conduct a redemption offer in conjunction with the proxy solicitation pursuant to the applicable SEC proxy solicitation rules.

Q:     DO THE COMPANY UNITHOLDERS NEED TO APPROVE THE BUSINESS COMBINATION?

A:     Yes. Concurrently with the execution of the Merger Agreement, FAST II and the Company Supporting Members (as defined in this proxy statement/prospectus) entered into the Company Members Support Agreement (as defined in this proxy statement/prospectus), a copy of which is attached as Annex E. Under the Company Members Support Agreement, each Company Supporting Member agreed to execute and deliver a written consent to adopt the Merger Agreement and related documents and approve the transactions contemplated by the Merger Agreement (including the Business Combination). In addition, the Company Supporting Members agreed, in the event of any meeting of members prior to the termination of the Company Members Support Agreement, to cause their shares to be voted (including via proxy) (i) in favor of the Business Combination and the transactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn a meeting of the members at which there is a proposal to adopt the Merger Agreement if there are not sufficient votes to constitute a quorum or to adopt the Merger Agreement and related documents and approve the transactions contemplated by the Merger Agreement (including the Business Combination), and (iii) against any proposal, offer, or submission that would reasonably be expected to adversely affect the Acquisition Merger or any of the other transactions contemplated by the Merger Agreement. The Company Units that are owned by the Company Supporting Members and subject to the Company Members Support Agreement represent 100% of the outstanding Company Units, as of February 9, 2023. The execution and delivery of written consents by all of the Company Supporting Members will be sufficient to constitute the approval by the Company Unitholders at the time of such delivery.

Q:     What will happen if all of the proposals to be considered at the applicable special meetings required for the merger are not approved?

A:     In order to complete the Business Combination, the requisite vote of FAST II’s stockholders with respect to the Business Combination Proposal and the affirmative vote of a majority of the managers of the Company and all of the members of the Company (the “Company Requisite Approval”) via written consent to adopt the Merger Agreement and related documents and approve the transactions contemplated by the Merger Agreement (including the Business Combination) must be obtained. No written consents of any Company Unitholders are required in addition to the written consents of each Company Supporting Member that is party to the Company Members Support Agreement. However, if the Company does not obtain the Company Requisite Approval within 24 hours following the date that the consent solicitation statement is disseminated by the Company to the Company Unitholders, FAST II has the right to terminate the Merger Agreement. See “Proposal No. 1 — Merger Agreement — Termination — Termination Rights.”

Q:     WHERE DO I FIND THE VOTING RESULTS OF THE SPECIAL MEETING?

A:     We will announce preliminary voting results at the Special Meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, which FAST II is required to file with the SEC within four business days following the Special Meeting.

Q:     DO I HAVE REDEMPTION RIGHTS?

A:     If you are a holder of Public Shares, you have the right to demand that FAST II redeem such shares for a pro rata portion of the cash held in the Trust Fund, which holds the proceeds of the FAST II IPO, as of two business days prior to the consummation of the first transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Fund and not previously released to FAST II to pay taxes) upon the Closing. Holders of Public Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or abstain from voting on, the Business Combination Proposal, and even if they do not hold Public Shares on the FAST II Record Date.

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FAST II has entered into a letter agreement with the Sponsor, pursuant to which the Sponsor agreed to waive its redemption rights with respect to any shares of FAST II Common Stock it may hold in connection with the consummation of FAST II’s initial business combination. No consideration was provided in exchange for this waiver of redemption rights.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the Public Shares without the consent of FAST II. Accordingly, all Public Shares in excess of 15% held by a public stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of FAST II.

Under the FAST II Charter, the Business Combination may be consummated only if FAST II has at least $5,000,001 of net tangible assets after giving effect to all redemption requests from holders of Public Shares that properly demand redemption of their shares for cash.

Q:     WILL MY VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

A:     No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders and the Business Combination may be consummated even though the funds available from the Trust Fund and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders.

Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:     If you are a holder of Public Shares and wish to exercise your redemption rights, you must:

(i)     (a) hold Public Shares or, (b) if you hold Public Shares through ownership of FAST II Units, elect to separate your FAST II Units into the underlying Public Shares and FAST II Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), FAST II’s transfer agent, in which you (i) request that FAST II redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

(iii)   deliver your certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern time, on            , 2023 (two business days before the scheduled vote at the special meeting) in order for their shares to be redeemed.

Any holder of Public Shares will be entitled to demand that such holder’s shares be redeemed for a pro rata portion of the amount then in the Trust Fund (which, for illustrative purposes, was approximately $222.3 million, or $10.00 per share, as of            , 2023, the FAST II Record Date). Such amount, including interest earned on the funds held in the Trust Fund and not previously released to FAST II to pay its taxes, will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Fund could be subject to claims that could take priority over those of FAST II’s public stockholders exercising redemption rights. Therefore, the per-share distribution from the Trust Fund in such a situation may be less than originally anticipated due to such claims. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

FAST II has entered into a letter agreement with the Sponsor, pursuant to which the Sponsor agreed to waive its redemption rights with respect to any shares of FAST II Common Stock it may hold in connection with the consummation of FAST II’s initial business combination. No consideration was provided in exchange for this waiver of redemption rights.

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Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with FAST II’s consent, until the Closing.

If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered to FAST II’s transfer agent as described in this proxy statement/prospectus, then, if the Business Combination is consummated, FAST II will redeem these shares for a pro rata portion of funds deposited in the Trust Fund. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and you will cease to have any rights as a FAST II stockholder (other than the right to receive the redemption amount) upon consummation of the Business Combination.

For a discussion of the material U.S. federal income tax considerations for holders of Public Shares with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Considerations — U.S. Holders — Effects to U.S. Holders of Exercising Redemption Rights” and “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Effects to Non-U.S. Holders of Exercising Redemption Rights.”

Q:     DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?

A:     No. Neither FAST II’s stockholders nor its unit or warrant holders have appraisal rights in connection with the Business Combination under the DGCL. See the sections entitled “Special Meeting Information — Appraisal Rights” and “Appraisal Rights.”

Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST FUND AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:     A total of approximately $222.3 million in net proceeds of the FAST II IPO and the sale of the FAST II Private Placement Warrants was placed in the Trust Fund following the FAST II IPO. After consummation of the Business Combination, the funds in the Trust Fund will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of up to approximately $7.8 million as deferred underwriting commissions related to the IPO payable to Jefferies LLC) and for the Company’s working capital and general corporate purposes.

Q:     HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?

A:     The Sponsor, as holder of 5,558,422 Founder Shares, is entitled to vote an aggregate of 20% of the outstanding shares of FAST II Common Stock. FAST II has entered into a letter agreement with the Sponsor, pursuant to which the Sponsor agreed to vote all shares of FAST II Common Stock owned by it in favor of the Business Combination Proposal presented at the Special Meeting and each other proposal related to the Business Combination and the other transactions contemplated by the Merger Agreement.

Q:     WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

A:     A majority of the voting power of the issued and outstanding FAST II Common Stock entitled to vote at the Special Meeting must be present (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor, which currently owns 20% of the issued and outstanding shares of FAST II Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the FAST II Record Date for the Special Meeting, 13,896,055 shares of FAST II Common Stock would be required to be present in person (which includes presence at a virtual meeting) or represented by proxy to achieve a quorum.

Q:     WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

A:     The Business Combination Proposal: The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of outstanding shares of FAST II Common Stock as of the FAST II Record Date, voting as a single class. FAST II stockholders must approve the Business Combination Proposal in order for the Business Combination to occur.

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The Pubco Organizational Documents Advisory Proposals:    The approval of the Pubco Organizational Documents Advisory Proposals require the affirmative vote of a majority of the votes cast by the holders of FAST II Common Stock, present in person (which includes presence at a virtual meeting) or represented by proxy, voting as a single class. Accordingly, a stockholder’s failure to submit a proxy or to vote in person (which would include presence at the virtual Special Meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Pubco Organizational Documents Advisory Proposals, will have no effect on the Pubco Organizational Documents Advisory Proposals. The Business Combination is not conditioned on the approval of the Pubco Organizational Documents Advisory Proposals. If the Business Combination Proposal is not approved, the Pubco Organizational Documents Advisory Proposals will not be presented to the stockholders for a vote.

The Adjournment Proposal:    The affirmative vote of a majority of the votes cast by the holders of FAST II Common Stock, present in person (which includes presence at a virtual meeting) or represented by proxy, voting as a single class, is required to approve the Adjournment Proposal. Accordingly, a stockholder’s failure to submit a proxy or to vote in person (which includes presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Business Combination is not conditioned on the approval of the Adjournment Proposal.

FAST II has entered into a letter agreement with the Sponsor, pursuant to which the Sponsor agreed to vote all shares of FAST II Common Stock owned by it in favor of the Business Combination Proposal presented at the Special Meeting and each other proposal related to the Business Combination and the other transactions contemplated by the Merger Agreement. Accordingly, in addition to the shares held by the Sponsor, FAST II would need 8,337,633 Public Shares, or approximately 37.5% of the 22,233,687 shares sold in the FAST II IPO, to be voted in favor of the Business Combination Proposal in order for it to be approved (provided that consummation of the Business Combination is conditioned upon, among other things, the requirement that FAST II have net tangible assets of at least $5,000,001 immediately prior to or upon consummation of the Business Combination).

Q:     WHAT DO I NEED TO DO NOW?

A:     FAST II urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes and the other documents referred to in this proxy statement/prospectus, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of FAST II. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     WHAT HAPPENS IF I SELL MY SHARES OF FAST II CLASS A COMMON STOCK BEFORE THE SPECIAL MEETING?

A:     The FAST II Record Date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of FAST II Class A Common Stock after the FAST II Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of FAST II Class A Common Stock because you will no longer be able to tender them prior to the Special Meeting in accordance with the provisions described in this proxy statement/prospectus. If you transferred your shares of FAST II Class A Common Stock prior to the FAST II Record Date, you have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Fund.

Q:     HOW DO I VOTE?

A:     If you are a holder of record of FAST II Common Stock on the FAST II Record Date, you may vote in person (which includes presence at a virtual meeting) at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may also vote by telephone or Internet by following the instructions printed on the proxy card.

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If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or nominee, you should contact your broker, bank, or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank, or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which includes presence at a virtual meeting), obtain a proxy from your broker, bank, or nominee.

Q:     IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK, OR OTHER NOMINEE, WILL MY BROKER, BANK, OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:     If your shares are held in “street name” in a stock brokerage account or by a broker, bank, or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank, or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to FAST II or by voting in person (which includes presence at a virtual meeting) at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank, or other nominee.

If you are a FAST II stockholder holding your shares in “street name” and you do not instruct your broker, bank, or other nominee on how to vote your shares, your broker, bank, or other nominee will not vote your shares on the Business Combination Proposal, the Pubco Organizational Documents Advisory Proposals or the Adjournment Proposal.

Q:     WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A:     For purposes of the Special Meeting, an abstention occurs when a stockholder attends the meeting in person (which includes presence at a virtual meeting) and does not vote or returns a proxy with an “abstain” vote.

If you are a FAST II stockholder that attends the Special Meeting virtually and fails to vote on the Business Combination Proposal, the Pubco Organizational Documents Advisory Proposals and the Adjournment Proposal, your failure to vote will have no effect on the Pubco Organizational Documents Advisory Proposals or the Adjournment Proposal.

Q:     WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:     If you are a holder of record of FAST II Common Stock on the FAST II Record Date and you sign and return your proxy card without indicating how to vote on any particular Proposal, the Common Stock represented by your proxy will be voted “FOR” each of the Proposals presented at the Special Meeting.

Q:     MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

A:     Yes. If you are a holder of record of FAST II Common Stock on the FAST II Record Date, you may change your vote at any time before your proxy is exercised by doing any one of the following:

        send another proxy card with a later date;

        notify FAST II’s Secretary in writing before the Special Meeting that you have revoked your proxy; or

        attend the Special Meeting and vote electronically by visiting https://            and entering the control number found on your proxy card, instruction form or notice you previously received.

If you are a stockholder of record of FAST II and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to FAST Acquisition Corp. II, 109 Old Branchville Road, Ridgefield, CT 06877, Attn: Corporate Secretary, and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 11:59 p.m., Eastern time, on            , 2023 or by voting online at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank, or other nominee to vote your shares of FAST II Common Stock, you must follow the directions you receive from your broker, bank, or other nominee in order to change or revoke your vote.

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Q:     WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

A:     If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of Pubco. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of FAST II while FAST II searches for another target business with which to complete a business combination.

Q:     WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your FAST II shares.

Q:     WHO CAN HELP ANSWER MY QUESTIONS?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact our proxy solicitor, Morrow Sodali LLC:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: FZT.info@investor.morrowsodali.com

You may also obtain additional information about FAST II from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to FAST II’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004

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SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its Annexes and the other documents to which this document refers to before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting. Capitalized terms used but not defined below have the meanings ascribed to them in the section entitled “Frequently Used Terms and Basis of Presentation” in this proxy statement/prospectus.

Information About the Parties to the Business Combination

FAST Acquisition Corp. II

109 Old Branchville Rd.
Ridgefield, CT 06877
201-956-1969

FAST II is a blank check company formed under the laws of the State of Delaware on December 30, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Falcon’s Beyond Global, LLC

6996 Piazza Grande Avenue, Suite 301
Orlando, FL 32835
(407) 909-9350

The Company is a Florida limited liability company and an experiential entertainment development enterprise focusing on three core businesses: (i) master planning, media and audio production, project management, experiential technologies, and attraction hardware development, procurement and sales for the themed entertainment industry; (ii) development, ownership and operation of entertainment destinations, including resort hotels, theme parks and other location-based entertainment experiences, primarily through joint venture relationships, and Company-owned RD&E zones; and (iii) production, development, and licensing of proprietary narrative, story-driven intellectual properties and partnered consumer and entertainment brands through multiple media and consumer products channels.

Falcon’s Beyond Global, Inc.

6996 Piazza Grande Avenue, Suite 301
Orlando, FL 32835
(407) 909-9350

Pubco is a Delaware corporation and a wholly owned subsidiary of the Company formed solely for the purpose of effecting the Business Combination. Pubco was incorporated under Delaware law on July 8, 2022. Pubco owns no material assets and does not operate any business.

Pursuant to the terms and subject to the conditions of the Merger Agreement, among other things, Pubco will merge with and into FAST II, with Pubco surviving the merger.

Palm Merger Sub, LLC

109 Old Branchville Rd.
Ridgefield, CT 06877
201-956-1969

Merger Sub is a Delaware limited liability company and wholly owned subsidiary of Pubco formed solely for the purpose of effecting the Business Combination. Merger Sub was incorporated under Delaware law on July 8, 2022. Merger Sub owns no material assets and does not operate any business.

Pursuant to the terms and subject to the conditions of the Merger Agreement, among other things, Merger Sub will merge with and into the Company, with the Company surviving the merger.

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The Business Combination and the Merger Agreement

The terms and conditions of the Business Combination are contained in the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. See “Proposal No. 1 — The Business Combination Proposal.” We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination.

Structure of the Business Combination

If the Merger Agreement is approved and adopted and the transactions contemplated by the Merger Agreement are completed, the Business Combination will be effected in two steps: (a) at 8:01 a.m., New York City time, on the date immediately following the Closing Date, FAST II will merge with and into Pubco, with Pubco surviving as the sole owner of Merger Sub, followed by a contribution by Pubco of all of its cash (except for cash required to pay certain transaction expenses) to Merger Sub; and (b) at 8:02 a.m., New York City time, on the date immediately following the SPAC Merger, Merger Sub will merge with and into the Company, with the Company as the surviving entity of such merger. Upon consummation of the foregoing transactions, the Company will be a wholly owned subsidiary of Pubco.

Treatment of FAST II Securities

At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of FAST II, Merger Sub, the Company, or Pubco or the holder of any shares of capital stock of any of the foregoing:

        Each FAST II Unit outstanding immediately prior to the SPAC Merger Effective Time will be automatically separated and the holder thereof will be deemed to hold one share of FAST II Class A Common Stock and one-quarter of one FAST II Warrant in accordance with the terms of the applicable FAST II Unit.

        Immediately following the separation of each FAST II Unit, each share of FAST II Class A Common Stock issued and outstanding immediately prior to the SPAC Merger Effective Time (excluding any FAST II Class A Common Stock converted from FAST II Class B Common Stock pursuant to the Class B Exchange) will automatically be cancelled and cease to exist in exchange for the right to receive: (A) 0.5 shares of Pubco Class A Common Stock and 0.5 shares of Pubco Series A Preferred Stock, and (B) 50% multiplied by the Additional SPAC Share Consideration. As of the SPAC Merger Effective Time, each FAST II stockholder shall cease to have any other rights in and to FAST II.

        Each share of FAST II Class A Common Stock converted from a share of FAST II Class B Common Stock pursuant to the Class B Exchange will automatically be cancelled and cease to exist in exchange for the right to receive one newly issued share of Pubco Class A Common Stock; provided that the Sponsor Redemption Forfeited Shares will be forfeited immediately prior to the closing of the Acquisition Merger.

        Each FAST II Warrant outstanding immediately prior to the SPAC Merger Effective Time will, at the SPAC Merger Effective Time, cease to be a warrant with respect to FAST II Common Stock and will be assumed by Pubco on substantially the same terms as were in effect immediately prior to the SPAC Merger Effective Time under the terms of the FAST II Warrant Agreement (including any repurchase rights and cashless exercise provisions); provided that the Sponsor Redemption Forfeited Warrants will be forfeited immediately prior to the closing of the Acquisition Merger if SPAC Capital Received is less than $50 million.

        Notwithstanding the foregoing, if there are any shares of FAST II Common Stock that are owned by FAST II as treasury stock or any FAST II Common Stock owned by any direct or indirect subsidiary of FAST II immediately prior to the SPAC Merger Effective Time, such FAST II Common Stock will be cancelled and will cease to exist without any conversion thereof or payment or other consideration therefor.

        Notwithstanding the foregoing, if there are any shares of FAST II Common Stock that are required to be redeemed pursuant to the exercise of redemption rights, such FAST II Common Stock will not be exchanged but will immediately prior to the SPAC Merger Effective Time be cancelled and will cease to exist and will thereafter be redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in the Merger Agreement, the organizational documents of FAST II, the Trust Agreement and this proxy statement/prospectus.

        At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any holder thereof, each share of capital stock of Pubco issued and outstanding immediately prior to the SPAC Merger Effective Time will be redeemed by Pubco for par value.

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Treatment of Company Securities and Merger Consideration

At the Acquisition Merger Effective Time:

        each issued and outstanding Company Unit (other than the Cancelled Units and Company Financing Units) will be converted into the right to receive (x) the Per Unit Consideration and (y) the applicable portion of any Earnout Shares and Earnout Units;

        each Company Financing Unit will be converted into the right to receive (x) the Per Unit Consideration and (y) the Additional Company Financing Unit Consideration;

        each Cancelled Unit will be cancelled without any conversion and no payment or distribution will be made with respect to such Cancelled Units;

        the units of Merger Sub that are issued and outstanding will be converted into and become (x) a number of New Company Units equal to the number of shares of Pubco Class A Common Stock outstanding immediately after the SPAC Merger, (y) a number of Preferred Units equal to the number of shares of Pubco Series A Preferred Stock outstanding immediately after the SPAC Merger and (z) a number of Warrant Units equal to the number of Pubco Warrants outstanding immediately after the SPAC Merger, in the case of each of the foregoing clauses (x) through (z), after giving effect to the redemption of any shares of FAST II Common Stock in connection with the exercise of redemption rights, the Class B Exchange and the Conversion.

Jefferies LLC, the Sponsor and holders of Company Units immediately prior to the Acquisition Merger (but not including holders of Company Financing Units in their capacity as holders of Company Financing Units) will be entitled to receive a number of the Earnout Shares and Earnout Units, which in each case will be deposited into escrow at the Acquisition Merger Effective Time and be earned, released and delivered upon satisfaction of certain milestones described below.

        If (x) at any time during the Earnout Period the Pubco Common Share Price is greater than $20.00 or (y) prior to the Earnout Period End Date Pubco consummates a transaction (other than the Business Combination) which results in the stockholders of Pubco having the right to exchange their shares of Pubco Class A Common Stock for cash, securities and/or other property having an aggregate value equaling or exceeding $20.00 per share, 15,000,000 of the Earnout Shares and 15,000,000 of the Earnout Units will vest and be released from escrow.

        If (x) at any time during the Earnout Period the Pubco Common Share Price is greater than $25.00 or (y) prior to the Earnout Period End Date Pubco consummates a transaction (other than the Business Combination) which results in the stockholders of Pubco having the right to exchange their shares of Pubco Class A Common Stock for cash, securities and/or other property having an aggregate value equaling or exceeding $25.00 per share, another 15,000,000 of the Earnout Shares and 15,000,000 of the Earnout Units will vest and be released from escrow.

        If (x) at any time during the Earnout Period the Pubco Common Share Price is greater than $30.00 or (y) prior to the Earnout Period End Date Pubco consummates a transaction (other than the Business Combination) which results in the stockholders of Pubco having the right to exchange their shares of Pubco Class A Common Stock for cash, securities and/or other property having an aggregate value equaling or exceeding $30.00 per share, the final 10,000,000 of the Earnout Shares and final 10,000,000 of the Earnout Units will vest and be released from escrow.

        Promptly following the filing of the annual report for the fiscal year ending December 31, 2023, if the Pubco EBITDA for one (but not both) of the third quarter or fourth quarter in 2023 is equal to or greater than the applicable target Pubco EBITDA specified for such quarter, 7,500,000 Earnout Shares and 7,500,000 Earnout Units will vest and be released from escrow; provided, that if the Pubco EBITDA for the fiscal year ending December 31, 2023 is less than $12,416,530, no Earnout Shares or Earnout Units will be released from escrow;

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        Promptly following the filing of the annual report for the fiscal year ending December 31, 2023, if the Pubco EBITDA for both the third quarter and fourth quarter in 2023 is equal to or greater than the applicable target Pubco EBITDA specified for such quarters, 15,000,000 Earnout Shares and 15,000,000 Earnout Units will vest and be released from escrow; provided, that if the Pubco EBITDA for the fiscal year ending December 31, 2023 is less than $12,416,530, no Earnout Shares or Earnout Units will be released from escrow;

        Promptly following the filing of the annual report for the fiscal year ending December 31, 2023, if the Pubco Revenue for one (but not both) of the third quarter or fourth quarter in 2023 is equal to or greater than the applicable target Pubco Revenue specified for such quarter, 2,500,000 Earnout Shares and 2,500,000 Earnout Units will vest and be released from escrow; provided, that if the Pubco Revenue for the fiscal year ending December 31, 2023 is less than $70,000,000, no Earnout Shares or Earnout Units will be released from escrow;

        Promptly following the filing of the annual report for the fiscal year ending December 31, 2023, if the Pubco Revenue for both the third quarter and fourth quarter in 2023 is equal to or greater than the applicable target Pubco Revenue specified for such quarters, 5,000,000 Earnout Shares and 5,000,000 Earnout Units will vest and be released from escrow; provided, that if the Pubco Revenue for the fiscal year ending December 31, 2023 is less than $70,000,000, no Earnout Shares or Earnout Units will be released from escrow;

        Promptly following the filing of the applicable periodic public filing after each quarter in 2024, if the Pubco EBITDA for the applicable period is equal to or greater than the applicable target Pubco EBITDA specified for such period, 2,500,000 Earnout Shares and 2,500,000 Earnout Units will vest and be released from escrow; and

        Promptly following the filing of the applicable periodic public filing after each quarter in 2024, if the Pubco Revenue for the applicable period is equal to or greater than the applicable target Pubco Revenue specified for such period, 2,500,000 Earnout Shares and 2,500,000 Earnout Units will vest and be released from escrow.

As a condition for any such vesting and release from escrow, the holder of the applicable Earnout Shares and/or Earnout Units will be required to enter into a lock-up agreement providing that such Earnout Shares and/or Earnout Units will not be transferable (except to affiliates) for 365 days from the applicable date of release. The actual Pubco EBITDA and Pubco Revenue for each quarter will be determined by the audit committee of the board of directors of Pubco.

Following the waiver or expiration of the Company Member Lock-Up Period, each Company Unitholder will have the option to cause the Company to redeem its New Company Units in whole or in part. Upon any such redemption, the Company will cause such redeemed New Company Units to be cancelled, Pubco will cancel, for no additional consideration, the corresponding shares of Pubco Class B Common Stock, and Pubco will exchange such redeemed New Company Units for, at the discretion of the Disinterested Majority, either (i) an equivalent number of shares of Pubco Class A Common Stock or (ii) an amount of cash equal to the fair market value of such number of shares of Pubco Class A Common Stock; provided, however, that Pubco may elect to effect a direct exchange of the redeemed New Company Units for such Share Settlement or Cash Settlement (subject to limitations set forth in the A&R Operating Agreement), in which case Pubco will acquire the redeemed New Company Units and be treated for all purposes as the owner of such units. We expect that the Disinterested Majority will exclude any directors who directly or indirectly have a material interest (including an economic interest) in such election decision. By giving discretion for an election decision only to the Disinterested Majority, Pubco and the Company seek to avoid conflicts of interest that could bring into question the integrity of such an election decision. In making an election decision, the Disinterested Majority may take into account general economic and business conditions, the Company’s financial condition and operating results, its available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, the potential dilutive impact of new issuances of Pubco Class A Common Stock, and such other factors as the Disinterested Majority may deem relevant.

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Fractional Shares.    No fractional shares of Pubco Common Stock or New Company Units will be issued upon the conversion of Company Units, FAST II Common Stock or FAST II Warrants. In lieu of the issuance of any such fractional share to which any holder of Company Units, FAST II Common Stock or FAST II Warrants would otherwise be entitled in connection with the conversion of Company Units, FAST II Common Stock or FAST II Warrants (after aggregating all fractional New Company Units or shares of Pubco Common Stock of the same class and series that otherwise would be received by such holder of Company Units, FAST II Common Stock or FAST II Warrants), Pubco will round up or down to the nearest whole New Company Unit or share of Pubco Common Stock, as applicable. No cash settlements will be made with respect to fractional shares or units eliminated by rounding.

Related Agreements

Tax Receivable Agreement

In connection with the Closing, the Company will enter into the Tax Receivable Agreement with Pubco and the TRA Holders, a copy of which is attached to this proxy statement/prospectus as Annex F. Pursuant to the Tax Receivable Agreement, among other things, Pubco will be required to pay to each TRA Holder 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of the increases in tax basis resulting from any exchange of New Company Units for Pubco Class A Common Stock or cash in the future and certain other tax benefits arising from payments under the Tax Receivable Agreement. In certain cases, Pubco’s obligations under the Tax Receivable Agreement may accelerate and become due and payable, based on certain assumptions, upon a change in control and certain other termination events, as defined in the Tax Receivable Agreement. The summary of the terms of the Tax Receivable Agreement included in this proxy statement/prospectus is not a complete description thereof and is qualified in its entirety by the full text thereof.

New Registration Rights Agreement

Immediately prior to the SPAC Merger Closing Date, Pubco, FAST II, the Sponsor and certain equityholders of the Company (the “Holders”) will enter into the New Registration Rights Agreement (the “New Registration Agreement”), effective upon the Acquisition Merger Closing. Pursuant to the New Registration Rights Agreement, among other things, subject to certain requirements and customary conditions, (i) the Sponsor and the Holders will be granted certain customary registration rights and piggyback rights with respect to their respective shares of Pubco Class A Common Stock and any other equity securities of Pubco and (ii) the Registration Rights Agreement, dated as of March 15, 2021, among FAST II, the Sponsor and the other “Holders” named in the Registration Rights Agreement will be terminated.

The foregoing description of the Registration Rights Agreement is not a complete description thereof and is qualified in its entirety by the full text thereof. A copy of the New Registration Rights Agreement is attached to this proxy statement/prospectus as Annex G.

A&R Operating Agreement

In connection with the Business Combination, the Company will amend and restate its operating agreement (as amended and restated, the “A&R Operating Agreement”) in substantially the form of Annex M to this proxy statement/prospectus. The A&R Operating Agreement will provide for an 8% preferred dividend for holders of Preferred Units of the Company and for Pubco to serve as the Managing Member of the Company. The Continuing Unitholders will control Pubco immediately after the transaction by virtue of their ownership of Pubco Class B Common Stock.

Pubco Charter, Pubco Bylaws, and Certificate of Designation

In connection with the Business Combination, Pubco will (i) adopt and file the Pubco Charter, (ii) adopt the Pubco Bylaws and (iii) file a Certificate of Designation for the Pubco Series A Preferred Stock in substantially the form of Annex D to this proxy statement/prospectus (the “Certificate of Designation”), which will each set forth certain rights and obligations of the holders of Pubco Series A Preferred Stock, including an 8% preferred dividend, a conversion price of $11.00 per share of Pubco Class A Common Stock and mandatory conversion into Pubco Class A Common Stock on the date on which the volume-weighted average closing sale price of one share of Pubco Class A Common Stock equals or exceeds $14.30 for at least 20 trading days out of any 30-consecutive trading day period.

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Sponsor Support Agreement

In connection with the execution of the Merger Agreement, the Sponsor, the Company, Pubco and FAST II entered into an agreement (the “Original Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to waive its conversion and anti-dilution rights with respect to its shares of FAST II Common Stock in connection with the transactions contemplated by the Merger Agreement, vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its FAST II Common Stock (i) in favor of the Business Combination and each other proposal related to the Business Combination and the other transactions contemplated by the Merger Agreement, (ii) against any merger agreement or merger (other than the Merger Agreement and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by FAST II, (iii) against any change in the business, management or the FAST II Board (other than in connection with the Business Combination and the other transactions contemplated by the Merger Agreement), and (iv) against any proposal, action or agreement that would (w) impede, frustrate, prevent or nullify the Merger Agreement, the SPAC Merger or the Acquisition Merger, (x) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of FAST II or the Merger Sub under the Merger Agreement, (y) result in any of the conditions set forth in the Merger Agreement not being fulfilled or (z) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, FAST II.

The Sponsor further agreed to, immediately prior to the closing of the Acquisition Merger, deliver to FAST II for cancellation and for no consideration the Additional Incentive Forfeited Shares and an additional up to 40% of Sponsor’s FAST II Class B Common Stock, based on the number of redemptions. The Sponsor also agreed to place a certain number of its retained shares in escrow.

On January 31, 2023, in connection with the Merger Agreement, the Sponsor, the Company, Pubco and FAST II amended and restated the Original Sponsor Support Agreement by entering into an Amended and Restated Sponsor Support Agreement (the “Sponsor Support Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex H, whereby, among other things, modified the original Sponsor Support Agreement to (i) change the number of shares of the Sponsor’s FAST II Class B Common Stock that it agreed to forfeit to be the Sponsor Redemption Forfeited Shares and the Additional Incentive Forfeited Shares, (ii) eliminate the escrow of any of the retained shares of the Sponsor’s FAST II Class B Common Stock (iii) provide the Sponsor agreed to forfeit a that the Sponsor Redemption Forfeited Warrants if SPAC Capital Received is less than $50 million and (iv) to support the Warrant Agreement Amendment.

The foregoing description of the Sponsor Support Agreement is not a complete description thereof and is qualified in its entirety by the full text thereof.

Sponsor Lock-Up Agreement

In connection with the execution of the Merger Agreement, the Sponsor, the Company, Pubco and FAST II entered into an agreement (the “Original Sponsor Lock-Up Agreement”), pursuant to which the Sponsor has agreed to a lock-up of (a) the shares of Pubco Class A Common Stock (the “Sponsor Lock-Up Shares”) issued to the Sponsor in the Class B Exchange and (b) the private placement warrants issued in connection with the FAST II IPO (or any shares of Pubco Class A Common Stock issuable upon exercise thereof) (the “Lock-Up Warrants” and, together with the Sponsor Lock-Up Shares, the “Sponsor Lock-Up Securities”) following the Business Combination. The Sponsor Lock-Up Agreement provides that the Sponsor will not transfer, except in limited circumstances, any Sponsor Lock-Up Securities until the earlier of (i) (A) in respect of the Sponsor Lock-Up Shares, one year after the completion of the Acquisition Merger, and (B) in respect of the Sponsor Lock-Up Warrants, 180 days after the Acquisition Merger, and (ii) subsequent to the Business Combination, commencing at least 150 days following the Acquisition Merger Closing Date, the date on which the Pubco Common Share Price equals or exceeds $12.00.

On January 31, 2023, in connection with the Merger Agreement, the Sponsor, the Company, Pubco and FAST II amended and restated the Original Sponsor Lock-Up Agreement by entering into an Amended and Restated Sponsor Lock-Up Agreement (the “Sponsor Lock-Up Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex I, whereby, among other things, the Sponsor agreed to increase the lockup term for up to 1,250,000 of its retained shares to be two years from the Closing.

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The foregoing description of the Sponsor Lock-Up Agreement is not a complete description thereof and is qualified in its entirety by the full text thereof.

Subscription Agreement

Concurrently with the execution of the Merger Agreement, the Company and Infinite Acquisitions, an existing equityholder of the Company, have entered into the Subscription Agreement, a copy of which is attached to this proxy statement/prospectus as Annex J, pursuant to which Infinite Acquisitions agreed to subscribe for and purchase, and the Company agreed to issue and sell to Infinite Acquisitions, in one or more closings, prior to or substantially concurrently with the Closing, $60,000,000 of Company Financing Units at a price of $10.00 per Company Financing Unit. As of the date of the Subscription Agreement, $20,000,000 of the Private Placement Investment Amount had been pre-funded by Infinite Acquisitions through a series of debt financings and deployed to the Company’s investment in its Punta Cana resort. On October 6, 2022 Infinite Acquisitions entered into a Conversion Agreement with the Company pursuant to which $20.0 million of the debt owed to Infinite Acquisition was converted to 2,000,000 Company Financing Units. As of December 31, 2022, Infinite Acquisitions has been issued 5,820,900 Company Financing Units for an aggregate consideration of $58.2 million, including the debt to equity conversion.

The foregoing description of the Subscription Agreement is not a complete description thereof and is qualified in its entirety by the full text thereof.

Company Members Support Agreement

Concurrently with the execution of the Merger Agreement, certain holders of Company Units (the “Company Supporting Members”), the Company, Pubco and FAST II entered into an amended and restated support agreement (the “Company Members Support Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex E, pursuant to which each Company Supporting Member agreed to execute and deliver a written consent to adopt the Merger Agreement and related documents and approve the transactions contemplated by the Merger Agreement (including the Business Combination). In addition, the Company Supporting Members agreed, in the event of any meeting of members prior to the termination of the Company Members Support Agreement, to cause their shares to be voted (including via proxy) (i) in favor of the Business Combination and the transactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn a meeting of the members at which there is a proposal to adopt the Merger Agreement if there are not sufficient votes to constitute a quorum or to adopt the Merger Agreement and related documents and approve the transactions contemplated by the Merger Agreement (including the Business Combination), and (iii) against any proposal, offer, or submission that would reasonably be expected to adversely affect the Acquisition Merger or any of the other transactions contemplated by the Merger Agreement.

The foregoing description of the Company Members Support Agreement is not a complete description thereof and is qualified in its entirety by the full text thereof.

Company Member Lock-Up Agreement

Concurrently with the execution of the Merger Agreement, certain holders of Company Units (the “Stockholder Parties”), the Company, Pubco and FAST II have entered into a lock-up agreement (the “Company Member Lock-Up Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex K, pursuant to which the Stockholder Parties have agreed to lock-up their shares and units received as Per Unit Consideration in connection with the transactions contemplated by the Merger Agreement and any shares of Pubco Class A Common Stock received after the Acquisition Merger pursuant to a redemption of the New Company Units received as Per Unit Consideration (other than any Per Unit Consideration or Additional Company Financing Unit Consideration issued in respect of any Company Financing Units or shares of Pubco Class A Common Stock received after the Acquisition Merger closing by any Stockholder Party pursuant to a redemption of the New Company Units received as Per Unit Consideration issued in respect of any Company Financing Units (the “Company Member Lock-Up Shares”). The Company Member Lock-Up Agreement provides that the Stockholder Parties will not transfer, except in limited circumstances, any Company Member Lock-Up Shares until the earlier of (i) 180 days after the Acquisition Merger closing and (ii) subsequent to the Business Combination, commencing at least 150 days following the Acquisition Merger Closing Date, the date on which the Pubco Common Share Price equals or exceeds $12.00 (such period, as applicable, the “Company Member Lock-Up Period”).

The foregoing description of the Company Member Lock-Up Agreement is not a complete description thereof and is qualified in its entirety by the full text thereof.

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The Exchange

Each share of FAST II Class A Common Stock issued and outstanding immediately prior to the SPAC Merger Effective Time (excluding any FAST II Class A Common Stock converted from FAST II Class B Common Stock pursuant to the Class B Exchange) will automatically be cancelled and cease to exist in exchange for the right to receive: (A) 0.5 shares of Pubco Class A Common Stock and 0.5 shares of Pubco Series A Preferred Stock, and (B) 50% of the Additional SPAC Share Consideration. As of the SPAC Merger Effective Time, each FAST II stockholder shall cease to have any other rights in and to FAST II.

Special Meeting Information

The Special Meeting will be held on            , 2023, at            a.m., Eastern time, in virtual format. Stockholders may attend, vote and examine the list of FAST II stockholders entitled to vote at the Special Meeting by visiting https://            and entering the control number found on their proxy card, voting instruction form or notice they previously received. At the Special Meeting, FAST II stockholders will be asked to vote on the Business Combination Proposal, the Pubco Organizational Documents Advisory Proposals and, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or the Pubco Organizational Documents Advisory Proposals.

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of FAST II Common Stock at the close of business on            , 2023, the FAST II Record Date for the Special Meeting. Stockholders are entitled to one vote for each share of FAST II Common Stock owned at the close of business on the FAST II Record Date. If stockholders’ shares are held in “street name” or are in a margin or similar account, stockholders should contact their broker, bank, or other nominee to ensure that votes related to the shares they beneficially own are properly counted. On the FAST II Record Date, there were 27,792,109 shares of FAST II Common Stock outstanding, of which 22,233,687 were Public Shares and 5,558,422 were Founder Shares.

A quorum of FAST II stockholders is necessary to hold a valid Special Meeting. A quorum will be present at the Special Meeting if the holders of a majority of the voting power of the outstanding shares of capital stock of FAST II entitled to vote at the Special Meeting as of the FAST II Record Date is represented in person (which includes presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor, which currently owns 20% of the issued and outstanding shares of FAST II Common Stock, will count towards this quorum. As of the FAST II Record Date, 13,896,055 shares of FAST II Common Stock, present in person (which includes presence at a virtual meeting) or represented by proxy, would be required to achieve a quorum. FAST II has entered an agreement with the Sponsor and FAST II’s independent directors and officers, pursuant to which each agreed to vote any shares of Common Stock owned by them in favor of the Business Combination Proposal presented at the Special Meeting. The Proposals presented at the Special Meeting will require the votes below:

        The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of outstanding shares of FAST II Common Stock as of the FAST II Record Date, voting as a single class.

        The approval of each of the Pubco Organizational Documents Advisory Proposals and the Adjournment Proposal, if presented, requires the affirmative vote of a majority of the votes cast by the holders of shares of FAST II Common Stock, present in person (which includes presence at a virtual meeting) or represented by proxy, voting as a single class. Accordingly, a stockholder’s failure to submit a proxy or to vote in person (which includes presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to each of the Pubco Organizational Documents Advisory Proposals or the Adjournment Proposal, if presented, will have no effect on the Pubco Organizational Documents Advisory Proposal or the Adjournment Proposals.

        Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, subject to the terms of the Merger Agreement. The Business Combination is not conditioned on the Pubco Organizational Documents Advisory Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the Pubco Organizational Documents Advisory Proposals will not be presented to the stockholders for a vote.

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Holders of Public Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or abstain from voting on, the Business Combination Proposal, and even if they do not hold Public Shares on the FAST II Record Date. Any stockholder holding Public Shares may demand that FAST II redeem such shares for a pro rata portion of the Trust Fund (which, for illustrative purposes, was $10.00 per share as of            , 2023, the FAST II Record Date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, FAST II will redeem these shares for a pro rata portion of funds deposited in the Trust Fund and the holder will no longer own these shares following the Business Combination.

FAST II has entered into a letter agreement with the Sponsor, pursuant to which the Sponsor agreed to waive its redemption rights with respect to any shares of FAST II Common Stock it may hold in connection with the consummation of FAST II’s initial business combination. No consideration was provided in exchange for this waiver of redemption rights.

Recommendation of the FAST II Board of Directors and Reasons for Approval

The FAST II Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of FAST II and its stockholders and has directed that the Proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The FAST II Board unanimously recommends that FAST II’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Pubco Organizational Documents Advisory Proposals and “FOR” the Adjournment Proposal, if presented. See “Special Meeting Information — Recommendation of FAST II Board of Directors” and “Proposal No. 1 — The Business Combination Proposal — FAST II Board’s Reasons for Approval of the Business Combination.”

FAST II was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. FAST II sought to do this by primarily focusing on businesses in the North American restaurant, hospitality, and related sectors. The FAST II Board considered and evaluated several factors in evaluating and negotiating the Business Combination and the Merger Agreement. For additional information relating to the FAST II Board’s evaluation of the Business Combination and the factors it considered in its evaluation, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — FAST II Board’s Reasons for Approval of the Business Combination.” In considering the recommendation of the FAST II Board in favor of approval of the Business Combination Proposal, you should note that our directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a FAST II stockholder. See the sections entitled “Risk Factors” and “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and FAST II’s Directors and Executive Officers in the Business Combination” for a further discussion of this and other risks.

Opinions of FAST II’s Financial Advisor

In connection with the Business Combination, Opportune delivered a written opinion, dated July 11, 2022 (the “Initial Opinion”), and an updated written opinion dated February 3, 2023 (the “Updated Opinion” and, together with the Initial Opinion, the “Opinions”) to the FAST II Board (in its capacity as such), which only addressed the fairness, from a financial point of view, to FAST II and the holders of FAST II Class A Common Stock of the consideration to be paid by Pubco in the Business Combination and did not address any other aspect or implication of the Business Combination or any other agreement, arrangement or understanding.

The full text of each opinion is attached to this proxy statement/prospectus as Annex L and Annex M and both opinions are incorporated into this document by reference. The summary of the Opinions set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the Opinions. FAST II’s stockholders are urged to read the Opinions carefully and in their entirety for a discussion of the procedures followed, assumptions made, matters considered and limitations of the review undertaken by Opportune in connection with the Opinions, as well as other qualifications contained in the Opinions. However, neither the Opinions nor the summary of the Opinions and the related analyses set forth in this proxy statement/prospectus are intended to be, nor do they constitute, advice or a recommendation to the FAST II Board, any security holder of FAST II or any other person as to how to act or vote with respect to any matter relating to the Business Combination.

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Interests of the Sponsor and FAST II’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of the FAST II Board in favor of approval of the Business Combination Proposal, you should keep in mind that FAST II’s initial stockholders, including its directors and officers, have interests in such proposal that are different from, or in addition to those of FAST II stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

        If FAST II is unable to complete its initial business combination by March 18, 2023 (subject to any Extension), it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the FAST II Board, liquidate and dissolve, subject in each case to its obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the FAST II Warrants, which will expire worthless if FAST II fails to complete its initial business combination by March 18, 2023 (subject to any Extension).

        The Sponsor purchased the Founder Shares prior to the FAST II IPO for an aggregate purchase price of $25,000. Immediately prior to the Acquisition Merger, the Sponsor will deliver to FAST II for cancellation and for no consideration the Sponsor Redemption Forfeited Shares and the Additional Incentive Forfeited Shares. Assuming no redemptions, all Earnout Shares and Earnout Units have vested and all Pubco Warrants have been exercised, the Sponsor will own 7,846,899 shares of Pubco Class A Common Stock and 2,148,193 shares of Pubco Series A Preferred Stock, representing approximately 5.76% of the total shares outstanding on an as-converted basis. Assuming 50% redemption, all Earnout Shares and Earnout Units have vested and all Pubco Warrants have been exercised, the Sponsor will own 6,178,963 shares of Pubco Class A Common Stock and 2,148,193 shares of Pubco Series A Preferred Stock, representing approximately 5.13% of the total shares outstanding on an as-converted basis. Assuming maximum redemptions, all Earnout Shares and Earnout Units have vested and all Pubco Warrants have been exercised, the Sponsor will own 4,598,913 shares of Pubco Class A Common Stock, representing approximately 3.18% of the total shares outstanding on an as-converted basis. The Founder Shares had an aggregate market value of $56,084,477.98 based upon the closing price of $10.09 per share of FAST II Class A Common Stock on the NYSE on February 9, 2023. None of the members of the FAST II Board are members of the Sponsor.

        Simultaneously with the closing of the FAST II IPO, FAST II consummated the sale of 4,297,825 FAST II Private Placement Warrants at a price of $1.50 per warrant in a private placement to the Sponsor. At the SPAC Merger Effective Time, each FAST II Private Placement Warrant will be assumed and automatically converted into one Pubco Private Placement Warrant, which will be exercisable commencing 30 days following the Closing for (i) one half of one share of Pubco Common Stock, (ii) one half of one share of Pubco Series A Preferred Stock, and (iii) a number of shares of Pubco Common Stock equal to the number of Bonus Shares allocable to one Public Share pursuant to the Warrant Agreement (as amended by the Warrant Assumption Agreement) at an exercise price of $11.50. If FAST II does not consummate a business combination transaction by March 18, 2023 (subject to any Extension), then the proceeds from the sale of the FAST II Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the FAST II Private Placement Warrants held by the Sponsor will be worthless. The FAST II Private Placement Warrants held by the Sponsor had an aggregate market value of $2,578,695 based upon the closing price of $0.60 per warrant on the NYSE on February 9, 2023.

        The Sponsor will lose its entire investment in FAST II if FAST II does not complete a business combination by March 18, 2023 (subject to any Extension).

        The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Fund with respect to its Founder Shares if FAST II fails to complete a business combination by March 18, 2023 (subject to any Extension).

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        In light of the foregoing, the Sponsor will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination rather than liquidate even if (i) the Company is a less favorable target company or (ii) the terms of the Business Combination are less favorable to the public stockholders. Furthermore, given the difference in purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Public Shares sold in the FAST II IPO, the Sponsor may earn a positive rate of return on its investment even if the Pubco Class A Common Stock trades below $10.00 per share and the public stockholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor diverge from the economic interests of public stockholders because the Sponsor will realize a gain on its investment from the completion of any business combination while the public stockholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.

        In order to protect the amounts held in the Trust Fund, the Sponsor has agreed that it will be liable to FAST II if and to the extent any claims by a vendor for services rendered or products sold to FAST II, or a prospective target business with which FAST II has entered into a transaction agreement, reduce the amount of funds in the Trust Fund. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Fund or to any claims under FAST II’s indemnity of the underwriters of the FAST II IPO against certain liabilities, including liabilities under the Securities Act.

        Following the Closing, the Sponsor would be entitled to the repayment of any working capital loans and advances that have been made to FAST II and remain outstanding. As of the FAST II Record Date, the Sponsor made $1.1 million of advances to FAST II for working capital expenses. If FAST II does not complete an initial business combination within the required period, it may use a portion of its working capital held outside the Trust Fund to repay the working capital loans, but no proceeds held in the Trust Fund would be used to repay the working capital loans.

        Upon the Closing, subject to the terms and conditions of the Merger Agreement, the Sponsor, FAST II’s officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by FAST II from time to time, made by the Sponsor or certain of FAST II’s officers and directors to finance transaction costs in connection with an intended initial business combination. As of           , 2023, the FAST II Record Date, no reimbursable out-of-pocket expenses were outstanding.

        Sandy Beall, the Chief Executive Officer and a Director of FAST II, will continue to serve as a director of Pubco after the Closing. As such, in the future he may receive cash fees, stock options or stock awards that the Pubco Board determines to pay to its directors and/or officers.

        Pursuant to the Merger Agreement, for a period of six years following the consummation of the Business Combination, Pubco is required to (i) maintain provisions in the Pubco Charter providing for the indemnification of FAST II’s existing directors and officers and (ii) maintain a directors’ and officers’ liability insurance policy that covers FAST II’s existing directors and officers.

        The Sponsor will enter into the New Registration Rights Agreement which will provide it with registration rights.

As a result of the foregoing interests, the Sponsor and FAST II’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to public stockholders. In the aggregate, the Sponsor and its affiliates have approximately $63.1 million at risk that depends upon the completion of a business combination. Such amount consists of (a) approximately $55.6 million representing the value of the Founder Shares (assuming a value of $10.00 per share, the deemed value of each share of FAST II Common Stock in the Business Combination), (b) $6.4 million representing the value of the FAST II Private Placement Warrants purchased by the Sponsor (using the $1.50 per-warrant purchase price), and (c) $1.1 million representing reimbursement of working capital loans and reimbursable out-of-pocket expenses incurred by the Sponsor, officers and directors.

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In addition, the FAST II Charter provides that FAST II renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of FAST II and such opportunity is one FAST II is legally and contractually permitted to undertake and would otherwise be reasonable