FAST Acquisition Corp. II

Materially, the SPAC gave up its last financing-related escape hatch three weeks before the vote — the second time in two months FAST II has surrendered termination rights (the July 7 second amendment narrowed the same clause and re-cut break fees). That is the signature of a sponsor determined to close rather than a buyer negotiating from strength, and it means holders can no longer rely on the Falcon's Creative Group consolidation question being resolved before closing. The only remaining exit for a public holder is redemption at the September 26, 2023 meeting.

The SPAC gives up the last of its interim-financing protections, eight weeks after the second amendment had already narrowed the same right. The condition it removes turned on an accounting outcome — whether the S-4's pro forma statements consolidate Falcon's Creative Group — so the SPAC can no longer walk away if the target finances itself in a way that changes that presentation. Nothing here states what interim financing, if any, has been entered.

This is the definitive step: the S-4 (Reg. No. 333-269778) went effective and the vote is scheduled, so the deal is finally in front of holders. The ~$10.57 per-share figure is the company's own illustrative estimate off an August 21 trust balance of ~$75.4 million, not a guaranteed price — actual redemption value moves with interest and taxes. Given the trust is arbitraged against a target that needed three amendments and affiliate loans to reach this point, the redemption option at ~$10.57 is the real comparison. Watch the September 26 turnout and redemption rate.

The charter allows a total of up to seven monthly extensions after March 18, 2023, which the filing states would mean an aggregate deposit of up to $1.75 million — a CEILING reached only if every month is requested, resolved on and funded. Note the money comes from the corporation's working capital account rather than from the sponsor, so these deposits consume the company's own cash rather than sponsor loans.

This does move the deal: removing walk-away rights and re-cutting the break fee is how a strained transaction is kept alive to closing. The note money is earmarked $1,750,000 for further trust deposits and $500,000 for extension expenses, so the extension is being financed by the target's affiliate and is forgiven if the deal dies — a sponsor-side subsidy, not new trust value for holders. Watch S-4 effectiveness and whether Falcon's Creative Group consolidates in the pro forma financials.

Two amendments in twelve days, both narrowing termination rights, is the shape of a deal being held together rather than progressing: the party that could have walked if closing slipped past the vote has given that right up, and the SPAC's break fee is being reduced in step with lender funding. The $6,250,000 is a termination fee, not a minimum-cash or trust figure, and the Promissory Note is unprepayable without the lender's consent. Nothing was written to a status, deadline or price field.

The SPAC gives up leverage and gains a fee schedule. Losing the two-day post-vote termination right removes a hard stop, and the reduced fee of $6,250,000 now applies where the target — not only the SPAC — terminates over the Pubco listing condition. The narrowed interim-financing right turns on whether the Form S-4 pro forma statements consolidate Falcon's Creative Group, so an accounting determination decides a termination right. Permitted uses of the note are $1,750,000 to the trust and $500,000 for extension expenses.

The first substantive filing from this deal after five weeks of product-marketing 425s, and the terms that changed are earnout allocation and a pre-closing right - matters that alter what selling holders receive, not the SPAC's status. The operative text lives in an S-4/A exhibit, so the amendment's full effect cannot be read from this accession. Nothing was written to a status, deadline or price field.

The Q4 2024 milestones stop being fixed hurdles and become residuals: EBITDA moves from $28,030,530 to $44,848,848 minus the first three quarters' actual EBITDA, and revenue from $87,577,270 to $140,123,632 minus the first three quarters' actual revenue. The amendment therefore discloses the target's own projected 2024 annual figures, and a shortfall earlier in the year raises the Q4 bar rather than lowering it. The consideration for that is half the earnout shares.

A $0.15 per-share deposit is one of the larger single extension payments of the 2023 cycle, adding roughly 1.5% of a $10 share, so holders who stay are genuinely compensated for the first three months. The $750,000 cap implies about five million public shares. Set against that, deleting the net tangible asset limitation lets the trust be redeemed down without any floor, and the founder conversion adds sponsor voting power that carries no claim on the trust. The extension supports the Falcon's Beyond merger agreement restated January 31, 2023.

This is the initial post-IPO quarterly report establishing the baseline trust value of ~$10.00 per share and the March 18, 2023 deadline to complete a business combination. The warrant reclassification to liabilities is a non-cash accounting change but reflects compliance with SEC guidance and introduces ongoing fair value remeasurement to the income statement.

What changed: Item 5.07: At FAST Acquisition Corp. II's virtual special meeting on September 26, 2023, holders of 10,363,268 Class A and Class B shares — 81.64% of those of record on the August 21, 2023 record date — were present. Stockholders approved the Business Combination Proposal for the January 31, 2023 Amended and Restated Merger Agreement with Falcon's Beyond Global, LLC, as amended on June 25, July 7 and September 1, 2023, by 9,733,996 for and 629,272 against with no abstentions, together with the advisory proposals on Pubco's organizational documents. Why it matters: Approval for a two-step 'UP-C' structure the filing describes precisely: FAST II merges into Pubco, Pubco contributes all its cash except transaction expenses to Merger Sub, and the following day Merger Sub merges into Falcon's Beyond Global with the target surviving. The report gives voting results only — no redemption count and no trust balance — so how much cash actually reaches that contribution is not readable from this document.

What changed: Items 3.01 and 7.01: On September 25, 2023 FAST Acquisition Corp. II notified the NYSE of its intent to delist its units, Class A common stock and public warrants in connection with the closing of the Falcon's Beyond business combination, in which FAST II merges into Falcon's Beyond Global, Inc. The filing states those securities will cease trading and be delisted following the closing and no earlier than October 5, 2023, and that Pubco's Class A common stock, Series A preferred stock and redeemable warrants are expected to list on Nasdaq. A press release urging a 'FOR' vote is Exhibit 99.1. Why it matters: A voluntary delisting on a deal closing rather than a compliance failure — the Item 3.01 heading covers both, and only the document distinguishes them. The stated Nasdaq listing for Pubco includes a Series A preferred stock, an instrument the SPAC's own capital structure does not contain, so the securities a holder ends up with are not simply the exchanged equivalents of what they held.

What changed: Announcement 425 — FAST Acquisition Corp. II's 8-K of September 25, 2023. Under Item 3.01 FAST II notified the NYSE of its intent to delist its units, Class A common stock and public warrants in connection with the closing of the Falcon's Beyond merger; FAST II merges into Pubco Falcon's Beyond Global, Inc., whose Class A Common Stock, Series A Preferred Stock and redeemable warrants are expected to list on Nasdaq. Trading on NYSE ceases no earlier than October 5, 2023. Item 7.01 furnishes a press release urging holders to vote FOR the deal ahead of the September 26 meeting. Why it matters: A genuine, near-terminal status change: filing the delisting notice one day before the vote means the parties expect to close, and it reveals the post-closing capital structure includes a Series A Preferred Stock class alongside Class A — dilution a holder comparing against trust value should price in. The listing is still stated as 'expected' rather than approved. The vote-FOR press release is solicitation, not disclosure. Watch the September 26 vote result, the final redemption count and confirmation that Nasdaq actually admits the Pubco securities.

What changed: Promotional 425 — a press release dated September 7, 2023, filed by Falcon's Beyond Global, Inc. with FAST Acquisition Corp. II as subject company, announcing the debut project of Falcon's joint venture with Raging Power Limited, an arm of Hong Kong's K11 Group: an ocean adventure-themed 'Vquarium' attraction to open at 11 SKIES in Hong Kong in 2025, with plans to develop entertainment franchises and location-based attractions across China. No merger terms, financing, valuation, meeting date or redemption information appears anywhere in the document. Why it matters: No deal status change — a target's business-development announcement filed under Rule 425 because the parties are in registration. Everything here is forward-looking: a 2025 opening and a 'plan' to expand across China, described by Falcon's own release rather than in a contract disclosed to the SEC. Note the release itself frames the alliance as coming 'ahead of Falcon's planning to become a publicly listed company on Nasdaq', which is the point — it is timed to support the September 26, 2023 FAST II vote, not to report progress on it.

What changed: Announcement 425 — a joint press release of September 15, 2023 filed by Falcon's Beyond Global, Inc. about FAST Acquisition Corp. II (NYSE: FZT): the SEC has declared effective the Form S-4 registration statement for the Falcon's/FAST II business combination, and the FAST II special meeting to approve the deal remains scheduled for September 26, 2023. It quotes Falcon's CEO Cecil D. Magpuri on plans to become publicly traded on Nasdaq. The release confirms effectiveness — not merely that a registration statement 'has been filed' or that the company 'intends to file'. Why it matters: This is the single status change that unlocks the rest of the deal: with the S-4 effective, the definitive proxy/prospectus can be mailed, the September 26 vote can proceed and the redemption window has a firm end two business days before it. It also resolves the risk flagged by three merger-agreement amendments in which FAST II surrendered termination rights tied to the S-4's pro forma treatment of Falcon's Creative Group. The remaining open item is the Nasdaq listing of the surviving Pubco, which the CEO describes as a plan rather than a completed approval.

What changed: FAST Acquisition Corp. II's proxy statement and prospectus for its combination with Falcon's Beyond Global, Inc. covers up to 27,600,293 shares of Class A common stock, up to 8,970,878 shares of Series A Preferred Stock and 9,856,247 warrants, under an Amended and Restated Merger Agreement dated January 31, 2023 amended June 25, 2023, July 7, 2023 and a third time. FAST II public stockholders are expected to own approximately 10.7% assuming no redemptions and 5.7% assuming 3,567,755 shares, or 50% of remaining Class A stock, are redeemed. Why it matters: A best case of 10.7% ownership halving to 5.7% at only 50% redemptions shows how quickly FZT public holders are diluted out — the more others redeem, the smaller the remaining stake, so staying is not rewarded. The 8,970,878 shares of Series A Preferred sit ahead of that common stock in liquidation, and a 10% equity pool for employees dilutes it further. Redemption at trust value is the alternative to a single-digit residual interest.

What changed: Item 8.01: FAST Acquisition Corp. II's board, at the request of FAST Sponsor II LLC, elected to extend the termination date for consummating an initial business combination from September 18, 2023 to October 18, 2023, and states that on or before September 18 the corporation will deposit a further $250,000 into the trust account, as its charter requires for each such one-month extension. The report carries no other item and runs to under 3,800 characters including the signature block. Why it matters: The second consecutive month at $250,000, following the August 15 extension to September 18, 2023. Under the charter terms recited in that earlier filing, up to seven such months are available after March 18, 2023 for an aggregate of up to $1.75 million, and the deposits come from the corporation's own working capital account rather than from the sponsor. The date this filing establishes is October 18, 2023.

What changed: Item 1.01: On September 1, 2023 FAST Acquisition Corp. II and the Falcon's Beyond parties executed a THIRD amendment to their January 31, 2023 Amended and Restated Merger Agreement, eliminating the Revised Interim Financing Termination. That was the SPAC's right to terminate if the target entered specified interim financing arrangements while all closing conditions were satisfied and the Form S-4 pro forma combined financial information, taking the financing into account, did not reflect consolidation of Falcon's Creative Group, LLC with the target. The amendment is Exhibit 2.1. Why it matters: The SPAC gives up the last of its interim-financing protections, eight weeks after the second amendment had already narrowed the same right. The condition it removes turned on an accounting outcome — whether the S-4's pro forma statements consolidate Falcon's Creative Group — so the SPAC can no longer walk away if the target finances itself in a way that changes that presentation. Nothing here states what interim financing, if any, has been entered.

What changed: Announcement 425 — FAST Acquisition Corp. II's 8-K (Item 1.01) reporting that on September 1, 2023 it and Falcon's Beyond Global, LLC, Pubco Falcon's Beyond Global, Inc. and Palm Merger Sub executed the third amendment to the January 31, 2023 amended and restated merger agreement. The amendment does one thing: it eliminates the Revised Interim Financing Termination — the SPAC's right to walk if the target took specified interim financing and the S-4 pro forma financials did not consolidate Falcon's Creative Group. The amendment itself is Exhibit 2.1. The Form S-4 is Reg. No. 333-269778. Why it matters: Materially, the SPAC gave up its last financing-related escape hatch three weeks before the vote — the second time in two months FAST II has surrendered termination rights (the July 7 second amendment narrowed the same clause and re-cut break fees). That is the signature of a sponsor determined to close rather than a buyer negotiating from strength, and it means holders can no longer rely on the Falcon's Creative Group consolidation question being resolved before closing. The only remaining exit for a public holder is redemption at the September 26, 2023 meeting.

What changed: Announcement 425 — FAST Acquisition Corp. II filed the full notice/proxy statement-prospectus it mailed on September 5, 2023 to holders of record as of August 21, 2023, calling a special meeting for September 26, 2023 to vote on the Falcon's Beyond merger (A&R merger agreement of January 31, 2023 as amended June 25, July 7 and September 1, 2023; FAST II merges into Pubco Falcon's Beyond Global, Inc.). It discloses roughly $75.4 million in the trust fund at the record date and an estimated redemption price of about $10.57 per share; redemption demands are due two business days before the vote. Why it matters: This is the definitive step: the S-4 (Reg. No. 333-269778) went effective and the vote is scheduled, so the deal is finally in front of holders. The ~$10.57 per-share figure is the company's own illustrative estimate off an August 21 trust balance of ~$75.4 million, not a guaranteed price — actual redemption value moves with interest and taxes. Given the trust is arbitraged against a target that needed three amendments and affiliate loans to reach this point, the redemption option at ~$10.57 is the real comparison. Watch the September 26 turnout and redemption rate.