Item 8.01. Other Events.
As previously disclosed, on February 1, 2021, FAST Acquisition Corp. (the
"Company") entered into an Agreement and Plan of Merger (as amended, the "Merger
Agreement") with Fertitta Entertainment, Inc., a Texas corporation ("FEI"), and
the other parties thereto, pursuant to which, among other things, FEI would
become a wholly owned subsidiary of FAST Merger Corp. (the "Business
Combination"). On December 1, 2021, the Company received a notice from FEI that
purported to terminate the Merger Agreement pursuant to Section 9.01(a) thereof
(the "Purported Termination Notice"), which provides that the Merger Agreement
may be terminated by either the Company or FEI if the closing of the Business
Combination (the "Closing") has not occurred by December 1, 2021 (the
"Termination Date"), provided that such right to terminate is not available to
any party whose action or failure to fulfill any obligation under the Merger
Agreement was the primary cause of such failure of the Closing to occur on or
prior to such date. A copy of the Purported Termination Notice is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
On December 1, 2021, the Company sent a letter to FEI in response to the
Purported Termination Notice stating, among other things, that FEI is not
permitted to terminate the Merger Agreement pursuant to Section 9.01(a) because
FEI's actions and failures to fulfill its obligations under the Merger
Agreement, including, without limitation, FEI's failure to deliver the financial
statements required by Section 7.01(a) of the Merger Agreement no later than
March 31, 2021, are unquestionably the primary cause of the failure of the
Closing to occur by the Termination Date, and, as such, FEI continues to be
bound to its obligations under the Merger Agreement in all respects. The Company
further stated that it intends to take all necessary steps to protect itself and
its investors. A copy of the Company's letter is attached as Exhibit 99.2 hereto
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Notice of Termination, dated December 1, 2021.
99.2 Letter to FEI, dated December 1, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Important Information about the Business Combination and Where to Find It
In connection with the proposed Business Combination, FAST Merger Corp., a
wholly owned subsidiary of the Company, filed a registration statement on Form
S-4 (the "Registration Statement") with the Securities and Exchange Commission
(the "SEC"), which includes a proxy statement/prospectus, and certain other
related documents, which is both the proxy statement that was distributed to
holders of shares of the Company's common stock in connection with its
solicitation of proxies for the vote by the Company's stockholders with respect
to the Business Combination and other matters as may be described in the
Registration Statement, as well as the prospectus relating to the offer and sale
of the securities of FAST Merger Corp. to be issued in the Business Combination.
The Company's stockholders and other interested persons are advised to read the
definitive proxy statement/prospectus, which was filed with the SEC, as it
contains important information about the parties to the Merger Agreement, the
Company and the Business Combination. The Registration Statement was declared
effective on November 24, 2021 and the definitive proxy statement/prospectus was
mailed to stockholders of the Company as of the record date established for
voting on the Business Combination and the other matters described in the
definitive proxy statement/prospectus. Stockholders may also obtain copies of
the definitive proxy statement/prospectus and other documents filed with the SEC
that are incorporated by reference in the proxy statement/prospectus, without
charge, at the SEC's website at www.sec.gov, or by directing a request to: FAST
Acquisition Corp., 109 Old Branchville Rd. Ridgefield, CT 06877, Attention:
Sandy Beall, Chief Executive Officer.
1
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and a description of their interests in the Company is contained in the
definitive proxy statement/prospectus and is available free of charge from the
sources indicated above.
FEI and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of the Company
in connection with the Business Combination. A list of the names of such
directors and executive officers and information regarding their interests in
the Business Combination is contained in the definitive proxy
statement/prospectus.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act.
2
© Edgar Online, source Glimpses