FZT SEC filings, in plain English
Everything FAST Acquisition Corp. II has filed with the SEC that we hold — 40 filings, newest first, 21 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
outside date1 moved
- Outside date
- 2023-10-182023-06-18
SpacBrain reads this as 122 days earlier than the previous record.
The clause …“must consummate a business combination from March 18, 2023 (the “Current Outside Date”) to June 18, 2023 (the “Extended Date”), and (ii) to allow the F-37 Table of Contents FAST ACQUISITION CORP. II NOTES TO UNAUDITED CONDENSED”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Promotional 425 — a corporate press release, dated August 23, 2023 and filed by Falcon's Beyond Global, Inc. with FAST Acquisition Corp. II (FZT) as subject company, announcing that Falcon's Beyond named Toni Caracciolo Executive Vice President of Marketing and Branding, reporting to President Simon Philips. It recaps the target's three business units (Falcon's Creative Group, Falcon's Beyond Destinations, Falcon's Beyond Brands) and its Punta Cana resort and Katmandu Park openings. There is no merger, financing, meeting, redemption or registration-statement news of any kind in it. Why it matters: Zero deal impact: a marketing-hire release filed under Rule 425 only because the parties are in registration. Every growth statement in it is the target's own promotional framing, not audited disclosure. The useful signal is negative — in the seven weeks after the July 7, 2023 merger-agreement amendment, this deal's 425 stream is IR output rather than status change. Holders should ignore this and watch the S-4's effectiveness, the FZT vote date and the trust redemption deadline instead.
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 August 18, 2023 to September 18, 2023, and states that on or before August 18 the corporation will deposit $250,000 into the trust account. Under the charter each such month requires a board resolution on the sponsor's request and two business days' notice, and the deposit is $0.05 multiplied by the public shares then outstanding, capped at $250,000. Why it matters: 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.
- What changed vs 2023-05-15trust $73.6M → $74.7M +1%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $73.6M$74.7M
- Combination deadline
- 2023-10-18 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 7.14M · unchanged
SpacBrain reads this as $1,061,015 was added to the trust between the two filings.
The clause …“151,063 67,326 Total current assets 481,379 619,374 Cash and investments held in Trust Account 74,676,121 224,655,926 Total Assets $ 75,157,500 $ 225,275,300 Liabilities, Class A Common Stock Subject to Possible Redemption and”…
The clause …“to extend the date by which it has to complete a Business Combination to October 18, 2023 (the “Extension”). Infinite agreed to fund up to $2,000,000 of expenses related to the Extension pursuant to the Promissory Note, described”…
The clause …“and one or more businesses. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that”…
The clause “307,849 Commitments and Contingencies Class A common stock. $ 0.0001 par value; 7,135,509 and 22,233,687 shares subject to possible redemption at redemption value of approximately $ 10.43 and $ 10.10 per share as of June 30, 2023 and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Announcement 425 — an 8-K filed by Falcon's Beyond Global, Inc. about FAST Acquisition Corp. II (FZT). On July 7, 2023 the parties executed a second amendment to the January 31, 2023 amended and restated merger agreement: it deleted the target's termination right tied to closing within two days of the SPAC vote, narrowed the SPAC's interim-financing termination right, and set termination fees of $12,500,000 (full) versus $6,250,000 (reduced) on a failure of the Pubco exchange-listing condition. Infinite Acquisitions' promissory note was raised to $2,250,000 ($1,500,000 already advanced). Why it matters: 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.
What changed: 425 of the announcement type wrapping an 8-K: on July 7, 2023 the parties executed the SECOND amendment to the January 31, 2023 merger agreement, twelve days after the first. It eliminated the Company's termination right if closing has not occurred within two days after the SPAC shareholder meeting; narrowed the SPAC's termination right around specified interim financing; and clarified a reduced SPAC termination fee of $6,250,000, less 25% of amounts funded by Infinite under a Promissory Note the SPAC may not prepay without Infinite's consent. Why it matters: 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.
What changed: Item 1.01: On July 7, 2023 FAST Acquisition Corp. II and the Falcon's Beyond parties executed a second amendment to their January 31, 2023 Amended and Restated Merger Agreement. It eliminates the target's right to terminate if closing has not occurred within two days after the SPAC's shareholder vote; narrows the SPAC's termination right over specified interim financing arrangements; and sets the termination fee framework at $12,500,000 full or $6,250,000 reduced, each net of amounts funded by Infinite under a promissory note, depending on which termination right is exercised. Why it matters: 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.
What changed: 425 of the announcement type wrapping an 8-K Item 1.01: on June 25, 2023 the SPAC, Falcon's Beyond Global LLC, Pubco and Merger Sub executed Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger dated January 31, 2023. The 8-K body describes a right given to the Company shortly before the Acquisition Merger, a $250,000 figure, and a revised allocation of Seller Earnout Shares and Earnout Units among holders of Company Units. The amendment itself is incorporated by reference to Exhibit 2.2 of Pubco's Form S-4/A filed June 29, 2023 and was not part of the document read. Why it matters: 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.
What changed: Item 1.01: On June 25, 2023 FAST Acquisition Corp. II and the Falcon's Beyond parties executed the first amendment to their January 31, 2023 Amended and Restated Agreement and Plan of Merger. It lets the target reclassify enough Company Units into Pubco Class A shares to meet initial listing requirements, in lieu of non-economic Class B shares and LLC interests; RESTATES both Q4 2024 earnout milestones as the projected annual figure minus actual first-three-quarter performance; and HALVES the earnout shares attached to each of those two milestones from 2,500,000 to 1,250,000. Why it matters: 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.
- What changed vs 2022-11-14trust $223.5M → $73.6M -67%deadline 2022-09-28 → 2023-10-18shares 22.2M → 7.14M -68%
trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $223.5M$73.6M
- Combination deadline
- 2022-09-282023-10-18
- Redeemable shares
- 22.2M7.14M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $149,912,495 left the trust between the two filings.
The clause …“82,431 67,326 Total current assets 756,968 619,374 Investments and cash held in Trust Account 73,615,106 224,655,926 Total Assets $ 74,372,074 $ 225,275,300 Liabilities, Class A Common Stock Subject to Possible Redemption and”…
SpacBrain reads this as 385 days later than the previous record.
The clause …“to extend the date by which it has to complete a Business Combination to October 18, 2023 (the “Extension”). Infinite agreed to fund up to $2,000,000 of expenses related to the Extension pursuant to the Promissory Note, described”…
SpacBrain reads this as 15,098,178 shares are no longer redeemable.
The clause “307,849 Commitments and Contingencies Class A common stock. $ 0.0001 par value; 7,135,509 and 22,233,687 shares subject to possible redemption at redemption value of approximately $ 10.30 and $ 10.10 per share as of March 31, 2023 and”…
The clause …“and one or more businesses. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 425 of the promotional type: a Falcon's Beyond press release reporting engagement metrics for its Roblox experience BEYONDLAND - more than two million visits since a March launch, a 93% positive approval rating and over 196,000 players in a single day. FAST Acquisition Corp. II appears only as the subject company on the Rule 425 cover; the body says nothing about the transaction. Why it matters: The fourth Falcon's/FAST II 425 in about five weeks, and the third whose entire content is target product marketing rather than deal disclosure. Engagement statistics supplied by the target are not audited or independently sourced. No vote date, redemption deadline, trust figure or registration-statement status appears, and nothing was written to any field.
What changed: 425 of the promotional type: a Falcon's Beyond press release announcing the launch of its first mobile game, Katmandu: EtherMerge, on iOS and Android, developed with Epic Story Interactive, and describing it as the first of a portfolio of mobile games. FAST Acquisition Corp. II appears only as the subject company on the Rule 425 cover; the body contains no reference to the transaction's terms, timetable or conditions. Why it matters: The third Falcon's/FAST II 425 in fourteen days, and the second consecutive one whose entire content is target product marketing. Reading 425 volume as deal momentum would be wrong here: no vote date, no redemption deadline, no trust figure, no registration-statement status. Nothing was written to any field.
What changed: 425 of the promotional type: a Falcon's Beyond press release announcing that its first animated preschool series, built on the Boro the Yeti character from its Katmandu theme parks, is in development, with distribution partner, creative team and title still unannounced. It also notes the opening of Katmandu Park Punta Cana and the appointment of Simon Philips as president. The only deal content is a recital that Falcon's announced plans last year to become publicly listed through a business combination with FAST Acquisition Corp. II (NYSE: FZT). Why it matters: This is target marketing filed under Rule 425, not a status report on the SPAC: no vote date, no redemption terms, no trust figure, no closing condition and no registration-statement status appears in the body. Filed six days after the same parties furnished an investor presentation, it shows the same deal generating several 425s a week that say nothing about the deal's mechanics. Nothing here was written to any status, deadline or price field.
What changed: 425 of the announcement type, and specifically an 8-K wrapper: filed by Falcon's Beyond Global, Inc. (Pubco) with FAST Acquisition Corp. II as subject company, it furnishes under Item 7.01 an investor presentation dated April 2023 as Exhibit 99.1, to be referenced in upcoming investor meetings. The presentation is the exhibit and was NOT part of the document read here, so none of its content is summarised. The standing legend confirms Pubco HAS filed a Form S-4 including the joint proxy statement/prospectus, to be sent to FAST II shareholders once declared effective. Why it matters: Read for status, this says only that a deck exists and that the S-4 is already on file - past tense, so it is not the 'we intend to file an S-4' boilerplate that has produced wrong status rows elsewhere. No vote date, no redemption deadline, no minimum-cash or PIPE term appears. Flagged for review because the substance of this communication sits in an exhibit that was not read.(flagged for human review)
- What changed vs 2022-03-29trust $222.4M → $224.7M +1%deadline 2023-03-18 → 2023-10-18mandate language changed
trust account, combination deadline, mandate language +23 moved · 2 with no prior record of ours
- Trust account
- $222.4M$224.7M
- Combination deadline
- 2023-03-182023-10-18
- Mandate language
- we may pursue an initial business combination opportunity in…we may pursue an initial business combination opportunity in…
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 22.2M · unchanged
SpacBrain reads this as $2,275,335 was added to the trust between the two filings.
The clause …“expenses 67,326 378,247 Total current assets 619,374 962,463 Investments held in Trust Account 224,655,926 222,380,591 Total Assets $ 225,275,300 $ 223,343,054 Liabilities, Class A Common Stock Subject to Possible Redemption and”…
SpacBrain reads this as 214 days later than the previous record.
The clause “Date, as applicable, extend the Extended Date up to four additional times until October 18, 2023, or a total of up to seven months after the Current Outside Date, provided that we deposit into the Trust Account, for each such additional”…
The clause …“Placement Warrants. 60 In connection with our management’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that”…
The clause …“of uncertain future events. Accordingly, at December 31, 2022 and 2021, 22,233,687 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.