SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2021-07-01 | Period of Report: 2021-06-30 SEC Accession No. 0001213900-21-035184 (HTML Version on secdatabase.com) FILER FAST Acquisition Corp. Mailing Address Business Address 109 OLD BRANCHVILLE RD. 109 OLD BRANCHVILLE RD. CIK:1815737| IRS No.: 851338207 | State of Incorp.:DE | Fiscal Year End: 1231 RIDGEFIELD CT 06877 RIDGEFIELD CT 06877 Type: 8-K | Act: 34 | File No.: 001-39462 | Film No.: 211063909 (201) 956-1969 SIC: 6770 Blank checks Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2021 FAST ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39462 85-1338207 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 109 Old Branchville Rd. Ridgefield, CT 06877 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (201) 956-1969 Not Applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class Trading Symbol(s) registered Units, each consisting of one share of FST.U The New York Stock Exchange Class A common stock and one-half of one redeemable warrant Class A common stock, par value FST The New York Stock Exchange $0.0001 per share Redeemable warrants, each whole FST WS The New York Stock Exchange warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on February 1, 2021, FAST Acquisition Corp. (the “Company”) entered into an agreement and plan of merger (the “Merger Agreement”) with Fertitta Entertainment, Inc., a Texas corporation (“FEI”), FAST Merger Corp., a Texas corporation and direct subsidiary of the Company (“FAST Merger Corp.”) and FAST Merger Sub Inc., a Texas corporation and direct subsidiary of FAST Merger Corp. (“Merger Sub”), pursuant to which (i) the Company will change its jurisdiction of incorporation to Texas by merging with and into FAST Merger Corp., with FAST Merger Corp. surviving the merger (the “reincorporation”), and (ii) Merger Sub will merge with and into FEI with FEI surviving the merger (the “Merger”). Upon consummation of the transactions contemplated by the Merger Agreement (the “Business Combination”), FEI will become a wholly owned subsidiary of FAST Merger Corp., which is referred to herein as “New FEI.” The time of the closing of the Business Combination is referred to herein as the “Closing.” On June 30, 2021, the Company, FEI, FAST Merger Corp. and Merger Sub entered into an Amendment No. 1 to the Merger Agreement (the “Amendment No. 1”). Among other things, the Amendment No. 1 amends the Merger Agreement to, among other things: (i) increase the number of shares of Class A common stock of New FEI to be issued to the sole stockholder of FEI such that the value of the aggregate consideration to be received by the sole stockholder increased from approximately $1.97 billion to approximately $3.84 billion in consideration for the inclusion of certain high quality assets to New FEI including Mastro’s, Catch and Vic & Anthony’s restaurants; Cadillac Bar and Fish Tales casual concepts; and certain specialty entertainment assets including Fisherman’s Wharf and Pleasure Pier in Galveston and three aquariums; and (ii) provide that the shares of Class B Units of Golden Nugget Online Gaming, Inc. (“GNOG”) issued in connection with the $2.2 million contribution made by LF LLC (a subsidiary of FEI) on March 31, 2021 and any additional shares acquired by LF LLC prior to the closing of the Business Combination as a result of contractually required contributions will be included as part of the transaction; (iii) to extend the “Termination Date” under the Merger Agreement from November 1, 2021 to December 1, 2021. The foregoing description of the Amendment No. 1, and the transactions and documents contemplated thereby, are not complete and are subject to and qualified in their entirety by reference to the Amendment No. 1, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 hereto, and the terms of which are incorporated by reference herein. 1 Item 7.01. Regulation FD Disclosure. On June 30, 2021, the Company issued a press release announcing the execution of the Amendment No. 1. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Attached as Exhibit 99.2 hereto and incorporated by reference herein is the investor presentation that will be used by the Company with respect to the Business Combination. The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1 and 99.2. Important Information about the Business Combination and Where to Find It In connection with the proposed Business Combination, the Company’s wholly owned subsidiary, FAST Merger Corp., intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which will include a proxy statement/prospectus, and certain other related documents, which will be both the proxy statement to be 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, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information about the parties to the Merger Agreement, the Company and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s 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. 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 Company’s final prospectus relating to its initial public offering dated August 20, 2020 and in the Company’s and FAST Merger Corp.’s subsequent filings with the SEC, including the Registration Statement relating to the Business Combination expected to be filed by FAST Merger Corp., and is available free of charge from the sources indicated above. Additional information regarding the interests of such participants will be contained in the Registration Statement when available. 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.