UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

FAST ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-39462		85-1338207
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

109 Old Branchville Rd.

Ridgefield, CT 06877

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (~~917~~201) ~~921~~956-~~0285~~1969

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	FST.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	FST	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	FST WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 1813, ~~2021~~2022, 20,000,000 shares of Class A common stock, par value $0.0001 per share, and 5,000,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

FAST ACQUISITION CORP.

Form 10-Q

For the Quarter Ended ~~September~~March 3031, ~~2021~~2022

Table of Contents

		Page	~~Page~~
PART I. FINANCIAL INFORMATION		1	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	~~Financial Statements (Unaudited)~~1	1
		Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	1
	Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	1
		Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2021 and 2020, and for the Nine Months ended September 30, 2021, and for the Period from June 4, 2020 (inception) through September 30, 2020	2
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021	2
		Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021, and for the Period from June 4, 2020 (inception) through September 30, 2020	3
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2022 and 2021	3
		Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2021, and for the Period from June 4, 2020 (inception) through September 30, 2020	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	4
	Notes to Unaudited Condensed Consolidated Financial Statements	~~Notes to Unaudited Condensed Consolidated Financial Statements~~5	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~20	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~25	27
Item 4.	Controls and Procedures	~~Controls and Procedures~~25	27
PART II. OTHER INFORMATION		26	28
Item 1.	Legal Proceedings	~~Legal Proceedings~~26	28
Item 1A.	Risk Factors	~~Risk Factors~~26	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	~~Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities~~26	28
Item 3.	Defaults Upon Senior Securities	~~Defaults Upon Senior Securities~~26	28
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~26	28
Item 5.	Other Information	~~Other Information~~26	28
Item 6.	Exhibits	~~Exhibits~~26	28

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

FAST ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	March 31, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	~~228~~3,~~039~~773,100		$	15,~~039~~022,~~484~~901
Prepaid expenses		~~197~~361,~~392~~946			~~294~~315,~~916~~642
Total current assets		~~425~~4,~~431~~135,046			15,~~334~~338,~~400~~543
Investments held in Trust Account		~~200~~199,~~017~~973,~~289~~658			200,~~067~~027,~~535~~697
Total Assets	$	~~200~~204,~~442~~108,~~720~~704		$	~~201~~205,~~401~~366,~~935~~240
Liabilities and Stockholders’ Deficit:
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	~~135~~172,~~141~~741		$	51,~~580~~012,977
Accrued expenses		21,~~257~~492,~~405~~564			~~123,300~~-
Franchise tax payable		79,313			114,023
Accrued income tax		595,330			595,330
Total current liabilities		2,471,859			242,903
Franchise tax payable		49,265			107,760
Derivative warrant liabilities		95,560,000			28,320,000
Total current liabilities		2,309,900			1,716,067
Convertible promissory note at fair value		1,552,617			4,747,770
Derivative warrant liabilities		24,420,000			66,620,000
Deferred underwriting commissions in connection with the initial public offering		7,000,000			7,000,000
Total liabilities		~~105~~35,~~031~~282,~~859~~517			3580,~~562~~083,~~903~~837
Commitments and Contingencies
Class A common stock; 20,000,000 shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020		200,000,000			200,000,000
Class A common stock; 20,000,000 shares subject to possible redemption at $10.00 per share redemption value as of March 31, 2022 and December 31, 2021		200,000,000			200,000,000
Stockholders’ Deficit:
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Class A common stock, 0.0001 par value; 380,000,000 shares authorized; no non-redeemable shares issued or outstanding as of September 30, 2021 and December 31, 2020		-			-
Class A common stock, 0.0001 par value; 380,000,000 shares authorized; no non-redeemable shares issued or outstanding as of March 31, 2022 and December 31, 2021		-			-
Class B common stock, 0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		500			500
Class B common stock, 0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		500			500
Additional paid-in capital		-			-
Accumulated deficit		(~~104~~31,~~589~~174,~~639~~313	)		(3474,~~161~~718,~~468~~097	)
Total stockholders’ deficit		(~~104~~31,~~589~~173,~~139~~813	)		(3474,~~160~~717,~~968~~597	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	200,442,720		$	201,401,935
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	204,108,704		$	205,366,240

The accompanying notes are an integral part of these condensed consolidated financial statements.

FAST ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

										For The Period
	Three Months Ended March 31,
										From
	2022			2021
							For the			June 4, 2020
General and administrative expenses	$	1,703,015		$	1,851,442
	For the Three Months						Nine Months			(inception)
Administrative expenses - related party		45,000			45,000
	Ended						Ended			through
Franchise tax expense		49,315			50,095
	September 30,						September 30,			September 30,
Loss from operations		(1,797,330	)		(1,946,537	)
	2021			2020 (1)			2021			2020 (1)
Other (expense) income:
General and administrative expenses	$	615,130		$	81,966			2,949,582		$	85,876
Change in fair value of derivative warrant liabilities		42,200,000			(18,920,000	)
Administrative expenses - related party		45,000			15,000			135,000			15,000
Change in fair value of convertible promissory note		3,195,153			-
Franchise tax expense		53,058			49,863			149,821			64,160
Income (loss) from investments held in Trust Account		(54,039	)		24,904
Loss from operations		(713,188	)		(146,829	)		(3,234,403	)		(165,036	)
Net income (loss)	$	43,543,784		$	(20,841,633	)
Other (expense) income:
Weighted average shares outstanding of Class A common stock		20,000,000			20,000,000
Financing cost - derivative warrant liabilities		-			(474,390	)		-			(474,390	)
Basic and diluted net income (loss) per share, Class A common stock	$	1.74		$	(0.83	)
Change in fair value of derivative warrant liabilities		(46,620,000	)		340,000			(67,240,000	)		340,000
Weighted average shares outstanding of Class B common stock		5,000,000			5,000,000
Net gain (loss) from investments held in Trust Account		23,774			18,534			46,232			18,534
Basic and diluted net income (loss) per share, Class B common stock	$	1.74		$	(0.83	)
Net loss	$	(47,309,414	)	$	(262,685	)	$	(70,428,171	)	$	(280,892	)
Weighted average shares outstanding of Class A common stock		20,000,000			8,043,478			20,000,000			7,115,385
Basic and diluted net loss per share, Class A common stock	$	(1.89	)	$	(0.02	)	$	(2.82	)	$	(0.02	)
Weighted average shares outstanding of Class B common stock		5,000,000			5,000,000			5,000,000			5,000,000
Basic and diluted net loss per share, Class B common stock	$	(1.89	)	$	(0.02	)	$	(2.82	)	$	(0.02	)

(1) Restated weighted average shares outstanding and basic and diluted net loss per share amounts only. See Note 2.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FAST ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~EQUITY (~~DEFICIT)

	For the Three and Nine Months Ended September 30, 2021
	For The Three Months Ended March 31, 2022
	Common Stock				Additional					~~Additional~~Total						~~Total~~
	Class A				Class B					Paid-In			Accumulated			Stockholders’
	Class B				Paid-In		Accumulated			Stockholders’
	Shares		Amount		~~Shares~~Capital		~~Amount~~Deficit			~~Capital~~Deficit			~~Deficit~~			~~Deficit~~
Balance - December 31, 2020		-		-		5,000,000	$	500		$	-		$	(34,161,468	)	$	(34,160,968	)
Balance - December 31, 2021		5,000,000	$	500	$	-	$	(74,718,097	)	$	(74,717,597	)
Net loss		-		-		-		-			-			(20,841,633	)		(20,841,633	)
Net income		-		-		-		43,543,784			43,543,784
Balance - March 31, 2021 (unaudited), as restated		-		-		5,000,000		500			-			(55,003,101	)		(55,002,601	)
Balance - March 31, 2022 (unaudited)		5,000,000	$	500	$	-	$	(31,174,313	)	$	(31,173,813	)
Net loss		-		-		-		-						(2,277,124	)		(2,277,124	)
Balance - June 30, 2021 (unaudited), as restated		-		-		5,000,000		500			-			(57,280,225	)		(57,279,725	)
Net loss		-		-		-		-			-			(47,309,414	)		(47,309,414	)
Balance - September 30, 2021 (unaudited)		-		-		5,000,000	$	500		$	-		$	(104,589,639	)	$	(104,589,139	)

	For The Period From June 4, 2020 (inception) through September 30, 2020
	For The Three Months Ended March 31, 2021
	Common Stock				Additional					~~Additional~~Total						~~Total~~
	Class A				Class B					Paid-In			Accumulated			Stockholder’s
	Class B				Paid-In		Accumulated			Stockholders’
	Shares		Amount		~~Shares~~Capital		~~Amount~~Deficit			~~Capital~~Deficit			~~Deficit~~			~~Equity (Deficit)~~
Balance - June 4, 2020 (inception)		-	$	-		-	$	-		$	-		$	-		$	-
Balance - December 31, 2020		5,000,000	$	500	$	-	$	(34,161,468	)	$	(34,160,968	)
Issuance of Class B common stock to Sponsor (1)		-		-		5,750,000		575			24,425			-			25,000
Net loss		-		-		-		(20,841,633	)		(20,841,633	)
Net loss		-		-		-		-			-			(18,207	)		(18,207	)
Balance - March 31, 2021 (unaudited)		5,000,000	$	500	$	-	$	(55,003,101	)	$	(55,002,601	)
Balance - June 30, 2020 (unaudited)		-	$	-		5,750,000	$	575		$	24,425		$	(18,207	)	$	6,793
Excess of cash received over fair value of private placement warrants		-		-		-		-			1,020,000			-			1,020,000
Accretion of Class A common stock subject to possible redemption amount											(1,044,425	)		(18,027,028	)		(19,071,453	)
Net loss		-		-		-		-			-			(262,685	)		(262,685	)
Balance - September 30, 2020 (unaudited)		-	$	-		5,750,000	$	575		$	-		$	(18,307,920	)	$	(18,307,345	)

(1) This number included an aggregate of up to 750,000 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment expired unexercised on October 5, 2020, resulting in the forfeiture of 750,000 Founder Shares.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FAST ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CASH FLOWS

	For the Nine Months Ended September 30, 2021			For The Period From June 4, 2020 (inception) through September 30, 2020
	Three Months Ended March 31,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(70,428,171	)	$	(280,892	)
Net income (loss)	$	43,543,784		$	(20,841,633	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		67(42,~~240~~200,000	)		~~(340~~18,920,000	)
Financing Costs - derivative warrant liabilities		-			474,390
Change in fair value of convertible promissory note		(3,195,153	)		-
Net gain from investments held in Trust Account		(46,232	)		(18,525	)
Loss (income) from investments held in Trust Account		54,039			(24,904	)
Changes in operating assets and liabilities:
Accounts payable		~~129~~(840,~~561~~236	)		1161,~~685~~815
Prepaid expenses		97(46,~~524~~304	)		(~~362~~56,~~667~~250	)
Accrued expenses		21,~~134~~492,~~105~~564			361,~~175~~395,794
Franchise tax payable		(3458,~~710~~495	)		64(65,~~160~~256	)
Net cash used in operating activities		(~~907~~1,~~923~~249,801	)		(~~415~~610,~~674~~434	)
Cash Flows from Investing Activities
Cash deposited in Trust Account		-			(200,000,000	)
Interest released from Trust Account		96,478			-
Net cash used in investing activities		96,478			(200,000,000	)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		-			25,000
Interest released from Trust Account		-			85,000
Proceeds from note payable to related party		-			300,000
Net cash provided by financing activities		-			85,000
Repayment of advances to related party		-			(300,000	)
Net decrease in cash		(1,249,801	)		(525,434	)
Advances from related party		-			53,947
Cash - beginning of the period		5,022,901			1,039,484
Repayment of advances from related party		-			(53,947	)
Cash - end of the period	$	3,773,100		$	514,050
Proceeds received from initial public offering, gross		-			200,000,000
Proceeds received from private placement		-			6,000,000
Offering costs paid		-			(4,460,843	)
Net cash provided by financing activities		-			201,564,157
Net increase in cash		(811,445	)		1,148,483
Cash - beginning of the period		1,039,484			-
Cash - end of the period	$	228,039		$	1,148,483
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	$	-		$	85,000
Deferred underwriting commissions in connection with the initial public offering	$	-		$	7,000,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of Organization, Business Operations and Basis of Presentation

FAST Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 4, 2020. The Company 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 (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of ~~September~~March 3031, ~~2021~~2022, the Company had not commenced any operations. All activity for the period from June 4, 2020 (inception) through ~~September~~ 30March 31, ~~2021~~2022, relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company ~~will~~generates ~~generate~~ non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s ~~has selected December 31 as its~~ fiscal year end is December 31.

The Company’s sponsor is FAST Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 20, 2020. On August 25, 2020, the Company consummated its Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.5 million, inclusive of $7.0 million in deferred underwriting commissions (Note 56).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6.0 million (Note 4). ~~If the over-allotment option was exercised, the Sponsor could have purchased an additional amount of up to 600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant.~~

Upon the closing of the Initial Public Offering and the Private Placement, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and are invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 56). As a result, such common stock has been recorded at redemption amount and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” (“ASC 480”).

The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination or don’t vote at all. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the initial Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 25, 2022 (as such period may be extended by the Company’s stockholders in accordance with the Certificate of Incorporation, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 56) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 or potentially less. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On February 1, 2021, the Company entered into an agreement and plan of merger (as amended, 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.” On June 30, 2021, the Company, FEI, FAST Merger Corp. and Merger Sub entered into an Amendment No. 1 to the Merger Agreement (“Amendment No. 1”), pursuant to which the Merger Agreement was amended 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, (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 (the “Closing”) as a result of contractually required contributions will be included as part of the transaction and (iii) extend the “Termination Date” under the Merger Agreement from November 1, 2021 to December 1, 2021.

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Upon~~Termination ~~the Closing, each share~~ of ~~common~~Proposed stock of the Company will be converted into one share of Class A common stock of New FEI and all of the outstanding equity interests of FEI will be acquired for aggregate consideration that is currently valued at approximately $3.84 billion. Such consideration will be paid to Tilman J. Fertitta, the sole stockholder of FEI, by the issuance of a number of shares of Class B common stock of New FEI, calculated based on the aggregate closing date transaction value, as determined pursuant to the Merger Agreement, and a $10 per share price of the Class B common stock. The value of the aggregate consideration will change between now and the Closing based on (i) the difference between the net debt of FEI at the Closing and the current target net debt of $4.6 billion and (ii) (x) the difference between the 60-day average closing stock price of a share of GNOG as of the day prior to the Closing and $18.46, the closing stock price of GNOG on January 28, 2021, multiplied by (y) 31,350,625 (subject to adjustment by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any other similar event between the date of the Merger Agreement and the Closing). In addition, in connection with the Business Combination~~, FEI will complete an internal reorganization and spin out certain assets which are not intended to be part of the Business Combination (the “Restructuring”).~~

~~The~~On ~~shares~~February of1, ~~Class~~2021, Bthe ~~common~~Company ~~stock~~entered into an agreement and plan of ~~New~~merger (the “Merger Agreement”) with Fertitta Entertainment, Inc., a Texas corporation (“FEI”), ~~will~~FAST ~~have~~Merger ~~the~~Corp., ~~same~~a ~~economic~~Texas ~~terms~~corporation asand ~~the~~direct ~~shares~~subsidiary of ~~Class~~the ACompany ~~common~~(“FAST Merger ~~stock~~Corp.”) and FAST Merger Sub Inc., a Texas corporation and direct subsidiary of ~~New~~FAST Merger Corp. (“Merger Sub”). However, on December 9, 2021, the Company entered into a termination and settlement agreement (the “Settlement Agreement”) with FEI, ~~but~~FAST Merger Corp., Merger Sub and the Sponsor, pursuant to which the parties agreed to mutually terminate the Merger Agreement ~~shares~~as of ~~Class~~December B9, ~~common~~2021 ~~stock~~and offully ~~New~~and ~~FEI~~finally ~~will~~resolve all disputes that have 10arisen ~~votes~~between ~~per~~them ~~share~~relating to FEI’s purported termination of the Merger Agreement. The ~~outstanding~~Settlement ~~shares~~Agreement ofmutually ~~Class~~terminates Bthe ~~common~~Merger ~~stock~~Agreement as of ~~New~~December ~~FEI~~9, ~~will~~2021. By virtue of the termination beof ~~subject~~the toMerger aAgreement, ~~“sunset”~~the ~~provision~~PIPE ifSubscription MrAgreements and all other Ancillary Agreements (as defined in the Merger Agreement) terminate in accordance with their terms. ~~Fertitta~~The Settlement Agreement provides for both immediate and ~~other~~deferred ~~permitted~~payments ~~holders~~from ofFEI ~~New~~to the Company. The Settlement Agreement provides that FEI ~~Class~~would Bpay ~~common~~$6.0 ~~stock~~million ~~collectively~~to the Company within three business days of the Effective Date (as defined ~~cease~~in the Settlement Agreement) of the Settlement Agreement and would further loan $1.0 million to ~~beneficially~~the ~~own~~Company atwithin ~~least~~five ~~20%~~business days of the ~~number~~Effective Date of the Settlement Agreement. The Settlement Agreement provides that FEI will further pay to the Company either (i) $10.0 million in the event that the Company consummates an initial business combination, or (ii) $26.0 million if the Company does not consummate an initial business combination and determines to redeem its public shares ofand ~~Class~~liquidate Band ~~common~~dissolve. ~~stock~~The Settlement Agreement contains mutual releases by all parties, for all claims known and unknown, relating and arising out of, ~~New~~or relating to, among other things, the Merger Agreement and FEI’s ~~collectively~~purported ~~held~~termination bynotice Mrdated December 1, 2021. ~~Fertitta~~The ~~and~~Settlement Agreement also contains a covenant not to sue and other ~~permitted~~customary ~~transferees~~terms. asIn ofDecember 2021, the ~~effective~~Company ~~date~~received an aggregate of $7.0 million from FEI and issued FEI a note agreement with a principal value of $1.0 million and an initial fair value of approximately $3.7 million (the ~~Business~~“Convertible Promissory ~~Combination~~Note” - see Note 5).

OnThe ~~August~~Settlement 9,Agreement ~~2021,~~mutually ~~DraftKings~~terminates ~~Inc.~~the ~~(“DraftKings”)~~Merger ~~and~~Agreement ~~GNOG~~as ~~announced~~of ~~that~~December ~~they~~9, ~~have~~2021. ~~entered~~By ~~into~~virtue aof ~~definitive~~the ~~agreement~~termination ~~pursuant to~~of ~~which DraftKings will acquire GNOG in an all-stock transaction (~~the ~~“DraftKings~~Merger ~~Transaction”). The Company currently expects~~Agreement, ~~that~~ the ~~Business~~PIPE ~~Combination~~Subscription ~~will~~Agreements ~~close~~and inall ~~the~~other ~~fourth~~Ancillary ~~quarter~~Agreements of(as ~~2021,~~defined ~~prior~~in to the ~~expected~~Merger ~~closing~~Agreement) ofterminate ~~the~~in ~~DraftKings~~accordance ~~Transaction~~with their terms.

~~The~~For ~~Merger~~additional ~~Agreement~~information ~~does~~regarding ~~not prohibit FEI from selling~~ the ~~stock~~agreements, ofsee ~~GNOG and~~ the Company’s ~~consent~~Form ~~was~~8-K ~~not~~filed ~~required for the DraftKings Transaction. The Merger Agreement provides that the Merger Consideration (as defined therein) payable to FEI’s sole stockholder will be adjusted~~ by ~~(a)(i)~~us anon ~~amount~~February ~~equal~~1, to2021, ~~the~~July ~~difference~~1, ~~between~~2021 ~~the~~and ~~60-day average closing stock price of a share of GNOG as of~~December ~~the day prior to the closing of the Business Combination~~10, ~~multiplied by (ii) the number of shares of stock of GNOG owned by FEI as of the Closing~~2021, and ~~(b)(i)~~FAST ~~$13.00, multiplied by (ii) 31,494,175. The~~ Merger ~~Consideration payable to the sole stockholder of FEI will increase or decrease to the extent GNOG~~Corp.’s ~~stock~~registration ~~price~~statement ~~increases~~on orForm ~~decreases~~S-4 (as aamended), ~~result~~initially offiled with the ~~announcement~~SEC ofon ~~the~~August ~~DraftKings~~2, ~~Transaction~~2021, infor ~~relation~~more ~~to the $13~~information.~~00 reference price in the Merger Agreement.~~

AEmerging ~~subsidiary~~Growth of FEI, as a holder of GNOG common stock, will receive the merger consideration in the DraftKings Transaction. In the DraftKings Transaction, GNOG stockholders, including such subsidiary of FEI, will receive a fixed ratio of 0.365 shares of Class A common stock of a new holding company formed by DraftKings in connection with the Transaction (“New DraftKings”), for each share of common stock of GNOG. The Company ~~is not a party to the DraftKings Transaction.~~

ItThe Company is ~~anticipated~~an ~~that~~“emerging ~~proceeds~~growth ~~available~~company,” ~~from~~as ~~the~~defined ~~Company’s~~in ~~trust~~Section ~~account,~~2(a) ~~after~~of ~~giving~~the ~~effect~~Securities toAct, ~~any~~as ~~and~~modified ~~all~~by ~~redemptions~~the ~~and~~Jumpstart ~~proceeds~~Our ~~from~~Business ~~private~~Startups ~~placements~~Act of ~~shares~~2012 (the “JOBS Act”), and it may take advantage of ~~the~~certain ~~Company’s~~exemptions ~~Class~~from Avarious ~~common~~reporting ~~stock~~requirements that are applicable to ~~occur~~other ~~immediately~~public ~~prior~~companies that are not emerging growth companies including, but not limited to, not being required to comply with the ~~Closing,~~independent registered public accounting firm attestation requirements of ~~which~~Section 404 of the Sarbanes-Oxley Act, reduced ~~Company~~disclosure ~~currently~~obligations ~~has~~regarding ~~commitments~~executive ~~for~~compensation ~~approximately~~in ~~$1.24~~its ~~billion~~periodic reports and proxy statements, and exemptions from the requirements of ~~proceeds~~holding ~~will~~a benonbinding ~~used~~advisory tovote ~~pay~~on ~~transaction~~executive ~~expenses~~compensation and tostockholder ~~partially pay~~approval ~~down~~of ~~FEI’s~~any ~~existing~~golden ~~indebtedness~~parachute payments not previously approved.

The parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with respect to the conduct of FEI, the Company and their respective subsidiaries prior to the Closing. Each of FEI, the Company, FAST Merger Corp. and Merger Sub has agreed to use its reasonable best efforts to cause the Business Combination to be consummated as expeditiously as practicable.

The Closing is subject to certain conditions, including, among other things, (i) approval by the Company’s stockholders, (ii) certain approvals or other determinations from certain gaming regulatory authorities, as applicable, and the absence of a material adverse regulatory event with respect to FEI, (iii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iv) the Company having at least $5,000,001 of net tangible assets at the Closing, (v) the receipt by Florida of certain tax opinions regarding the tax qualification of the Business Combination and certain aspects of the Restructuring, and (vi) the effectiveness of the Registration Statement (as defined below) and the listing of New FEI’s Class A common stock to be issued in the Business Combination on the New York Stock Exchange (the “NYSE”). In connection with the execution of the Merger Agreement, Mr. Fertitta has delivered a written consent approving the Merger Agreement and the Business Combination.

Refer to the Company’s current reports on Form 8-K, filed with the SEC on February 1, 2021 and July 1, 2021, and FAST Merger Corp.’s registration statement on Form S-4 (as amended), initially filed with the SEC on August 2, 2021 for more information.

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Emerging~~Further, Section ~~Growth~~102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Liquidity and Going Concern

~~The~~As of ~~accompanying~~March ~~condensed~~31, ~~consolidated~~2022, ~~financial~~the Company had approximately $3.8 million in its operating bank account and working capital of approximately $1.8 ~~statements~~million. ~~have~~Prior ~~been~~to ~~prepared~~the ~~assuming~~completion of the Initial Public Offering, the Company’s ~~will~~liquidity ~~continue~~needs aswere satisfied through a ~~going~~payment of ~~concern~~$25,000 ~~which~~from ~~contemplates,~~the ~~among~~Sponsor ~~other~~in ~~things,~~exchange for the ~~realization~~ issuance of ~~assets~~Founder ~~and~~Shares, ~~satisfaction~~the ofproceeds ~~liabilities~~under inthe promissory note, pursuant to which the ~~normal~~Sponsor ~~course~~agreed ofto ~~business.~~loan Asto ofthe ~~September~~Company ~~30,~~on ~~2021~~June 4, 2020 to cover expenses related to the ~~Company~~Initial ~~had~~Public ~~approximately~~Offering ~~$0.2~~(the “Note”), ~~million~~as inwell ~~its~~as ~~operating~~advancement ~~bank~~of ~~account~~funds ~~and~~from athe ~~working~~Sponsor ~~capital~~in ~~deficit~~an aggregate amount of approximately $~~2.0~~354,000 ~~million~~to ~~(not~~the ~~taking~~Company. ~~into~~Subsequent ~~account~~to ~~approximately~~the consummation ~~$79~~of the Initial Public Offering on August 25,~~000~~ of2020, ~~tax~~the ~~obligations~~Company’s ~~that~~liquidity ~~may~~needs behad ~~paid~~been ~~using~~satisfied ~~investment~~with ~~income~~the ~~classified~~net proceeds from the consummation of the Private Placement not held in the Trust Account). The Company ~~has~~fully ~~incurred~~repaid the Note and ~~expects~~advanced funds on August to25, ~~incur~~2020. ~~additional~~In ~~significant~~addition, in order to finance transaction costs in ~~pursuit~~connection ofwith ~~its~~a ~~financing~~Business Combination, the Company’s officers, directors and ~~acquisition~~initial ~~plans~~stockholders may, but are not obligated to, provide the Company Working Capital Loans. ~~These~~As ~~conditions~~of ~~raise~~March ~~substantial~~31, ~~doubt~~2022 ~~about~~and December 31. 2021, there were no amounts outstanding under any Working Capital Loans with related parties. However, at March 31, 2022 and December 31, 2021, the Company’s ~~ability~~entered into the Convertible Promissory Note (as defined below) with FEI to ~~continue~~fund working capital, as adescribed ~~going~~above ~~concern~~with ~~within~~a ~~one~~principal ~~year~~amount ~~after~~outstanding ~~the~~of ~~date~~$1.0 ~~that~~million ~~the~~and ~~accompanying~~an ~~condensed~~initial ~~consolidated financial~~fair ~~statements~~value ~~are~~of ~~issued~~$3.7 million.

InBased on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the consummation of a Business Combination. However, in connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “~~Basis~~Presentation of ~~Presentation~~Financial –Statements - Going Concern,” (“ASC 205-40”), management has determined that ~~the working capital deficit and~~ mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete its initial business combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any business combination by August 25, 2022. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 25, 2022. The unaudited condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Note 2 - Summary of Significant Accounting Policies and Basis of Presentation

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the periods three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021.

The condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on November 18, 2021.

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Restatement~~Note 2 - Summary of ~~Previously~~Significant ~~Issued~~Accounting ~~Financial~~Policies ~~Statements~~and Basis of Presentation

~~In preparation of the Company’s unaudited~~Basis condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of ~~the~~Presentation Company, require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed consolidated financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and ~~losses~~Principles ~~shared pro rata between the two classes~~ of ~~shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company.~~Consolidation

InThe ~~accordance~~accompanying ~~with~~unaudited ~~SEC~~condensed ~~Staff Accounting Bulletin~~consolidated ~~No.~~financial ~~99,~~statements ~~“Materiality,”~~are ~~and~~presented ~~SEC~~in ~~Staff Accounting Bulletin No~~U.S. ~~108,~~dollars ~~“Considering~~in ~~the~~conformity ~~Effects~~with ofaccounting ~~Prior~~principles ~~Year~~generally ~~Misstatements when~~accepted ~~Quantifying Misstatements~~ in ~~Current~~the ~~Year~~United ~~Financial~~States ~~Statements,~~of America (“GAAP”) ~~the~~for ~~Company~~financial ~~evaluated~~information ~~the corrections~~ and ~~has~~pursuant ~~determined that the related impact was material~~ to the ~~previously~~rules ~~filed~~and ~~financial~~regulations ~~statements~~of ~~that contained~~ the ~~error~~SEC. Accordingly, ~~reported~~they indo ~~the Company’s~~not ~~Form~~include ~~10-Qs~~all ~~for~~of the ~~quarterly~~information ~~periods~~and ~~ended~~footnotes ~~March~~required ~~31,~~by ~~2021,~~GAAP. ~~and~~In ~~June 30, 2021 (~~the ~~“Affected~~opinion ~~Quarterly~~of ~~Periods”). Therefore~~management, the ~~Company,~~unaudited incondensed ~~consultation~~consolidated ~~with~~financial statements ~~its~~reflect ~~Audit~~all ~~Committee~~adjustments, ~~concluded~~which ~~that~~include ~~the~~only ~~Affected~~normal ~~Quarterly~~recurring ~~Periods~~adjustments ~~should~~necessary befor ~~restated~~the tofair ~~present~~statement ~~all Class~~of Athe ~~common~~balances ~~stock~~and results ~~subject~~for tothe ~~possible~~periods ~~redemption~~presented. asOperating ~~temporary~~results ~~equity~~for ~~and~~the toperiods ~~recognize~~three ~~accretion~~months ~~from~~ended ~~the~~March ~~initial~~31, ~~book~~2022, ~~value~~are tonot ~~redemption~~necessarily indicative ~~value~~of at the ~~time~~results ofthat ~~its~~may ~~Initial~~be ~~Public~~expected ~~Offering.~~through AsDecember ~~such~~31, ~~the~~2022, ~~Company~~or isany ~~reporting~~future ~~these restatements to those periods in this quarterly report~~period.

The accompanying ~~impact~~unaudited condensed consolidated financial statements of the ~~restatement~~Company oninclude ~~the~~its ~~financial statements~~wholly ~~for~~owned subsidiary in connection with the ~~Affected~~planned ~~Quarterly~~merger. ~~Periods~~All isinter-company ~~presented~~accounts ~~below~~and transactions are eliminated in consolidation.

The accompanying ~~table~~unaudited ~~below~~condensed ~~presents~~consolidated ~~the effect~~financial ofstatements ~~the~~should ~~financial~~be ~~statement~~read ~~adjustments~~in ~~related~~conjunction towith the ~~restatement~~audited ~~discussed~~financial ~~above~~statements and ofnotes thereto included in the Company’s ~~previously~~Annual ~~reported~~Report ~~balance sheet~~on asForm of10-K filed with the SEC on March 31, ~~2021:~~2022.

As of March 31, 2021 (Unaudited)	As Reported			Adjustment			As Restated
Total assets	$	200,872,655					$	200,872,655
Total liabilities	$	55,875,256					$	55,875,256
Class A common stock subject to possible redemption		139,997,390			60,002,610			200,000,000
Preferred stock		-			-			-
Class A common stock		600			(600	)		-
Class B common stock		500			-			500
Additional paid-in capital		41,975,057			(41,975,057	)		-
Accumulated deficit		(36,976,148	)		(18,026,953	)		(55,003,101	)
Total stockholders’ equity (deficit)	$	5,000,009		$	(60,002,610	)	$	(55,002,601	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	200,872,655		$	-		$	200,872,655

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021:

Three Months Ended March 31, 2021 (Unaudited)

	As Reported			Adjustment		As Restated
Cash Flow from Operating Activities	$	(610,434	)	$	-	$	(610,434	)
Cash Flows used in Investing Activities	$	-		$	-	$	-
Cash Flows provided by Financing Activities	$	85,000		$	-	$	85,000
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	(20,841,640	)	$	20,841,640	$	-

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:

As of June 30, 2021 (Unaudited)	As Reported			Adjustment			As Restated
Total assets	$	200,616,025					$	200,616,025
Total liabilities	$	57,895,749					$	57,895,749
Class A common stock subject to possible redemption		137,720,270			62,279,730			200,000,000
Preferred stock		-			-			-
Class A common stock		623			(623	)		-
Class B common stock		500			-			500
Additional paid-in capital		44,252,155			(44,252,155	)		-
Accumulated deficit		(39,253,272	)		(18,026,953	)		(57,280,225	)
Total stockholders’ equity (deficit)	$	5,000,006		$	(62,279,730	)	$	(57,279,725	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	200,616,025		$	-		$	200,616,025

Six Months ended June 30, 2021 (Unaudited)

	As Reported			Adjustment		As Restated
Cash Flow from Operating Activities	$	(777,595	)	$	-	$	(777,595	)
Cash Flows used in Investing Activities	$	96,478		$	-	$	96,478
Cash Flows provided by Financing Activities	$	-		$	-	$	-
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	(23,118,761	)	$	23,118,761	$	-

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods:

	Earnings Per Share
	As Reported			Adjustment			As Restated
Three Months Ended March 31, 2021 (Unaudited)
Net loss	$	(20,841,633	)	$	-		$	(20,841,633	)
Weighted average shares outstanding - Class A common stock		20,000,000			-			20,000,000
Basic and diluted earnings per share - Class A common stock	$	-		$	(0.83	)	$	(0.83	)
Weighted average shares outstanding - Class B common stock		5,000,000		$	-		$	5,000,000
Basic and diluted earnings per share - Class B common stock	$	(4.17	)	$	3.34		$	(0.83	)

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Earnings Per Share
	As Reported			Adjustment			As Restated
Three Months Ended June 30, 2021 (Unaudited)
Net loss	$	(2,277,124	)	$	-		$	(2,277,124	)
Weighted average shares outstanding - Class A common stock		20,000,000			-			20,000,000
Basic and diluted earnings per share - Class A common stock	$	-		$	(0.09	)	$	(0.09	)
Weighted average shares outstanding - Class B common stock	$	5,000,000		$	-		$	5,000,000
Basic and diluted earnings per share - Class B common stock	$	(0.45	)	$	0.36		$	(0.09	)

	Earnings Per Share
	As Reported			Adjustment			As Restated
Six Months ended June 30, 2021 (Unaudited)
Net loss	$	(23,118,757	)	$	-		$	(23,118,757	)
Weighted average shares outstanding - Class A common stock		20,000,000			-			20,000,000
Basic and diluted earnings per share - Class A common stock	$	-		$	(0.92	)	$	(0.92	)
Weighted average shares outstanding - Class B common stock		5,000,000			-			5,000,000
Basic and diluted earnings per share - Class B common stock	$	(4.62	)	$	3.70		$	(0.92	)

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~unaudited~~ condensed consolidated financial statements and the reported amounts of income and expenses during the reporting ~~period~~periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the derivative liabilities and the Convertible Promissory Note (as defined below). Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. As ~~The~~of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents outside of funds held in the Trust Account as of ~~September~~March 3031, ~~2021,~~2022 and December 31, ~~2020~~2021.

Investments Held in the Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income (loss) on investments held in the Trust Account in the accompanying unaudited condensed ~~statement~~consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company withdrew approximately $1185,000, ~~and $96,000~~ on interest from the Trust to pay franchise taxes during the three months ended March 31, 2021. No amounts were ~~and~~withdrawn ~~nine~~for the three months ended ~~September~~March 3031, ~~2021~~2022.

119

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

	●	Level 1, defined as unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

	●	Level 2, defined as quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of ~~September~~March 3031, ~~2021~~2022, and December 31, ~~2020~~2021, the carrying values of cash, accounts payable, accrued expenses, prepaid expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

~~Derivative Warrant Liabilities~~Settlement Agreement

~~The~~In addition ~~Company~~to ~~does~~settlement ~~not~~proceeds ~~use~~received ~~derivative~~in ~~instruments to~~December ~~hedge~~2021 ~~exposures~~in toconnection ~~cash~~with ~~flow,~~the ~~market~~termination of the aforementioned proposed business combination, orthe ~~foreign~~Settlement ~~currency~~Agreement ~~risks~~provides for a further payment to the Company. The ~~Company~~payment ~~evaluates~~to ~~all~~the ofCompany ~~its~~will ~~financial~~either ~~instruments,~~amount ~~including~~to ~~issued~~(i) ~~stock~~$10.0 ~~purchase~~million ~~warrants,~~in tothe ~~determine~~event ifthat ~~such~~the ~~instruments~~Company ~~are~~consummates ~~derivatives~~an initial business combination, or ~~contain~~(ii) ~~features~~$26.0 ~~that~~million ~~qualify~~if asthe ~~embedded~~Company ~~derivatives,~~does ~~pursuant~~not toconsummate ~~ASC~~an ~~480~~initial business combination and ~~FASB~~determines ~~ASC~~to ~~Topic~~redeem ~~815,~~its ~~Derivatives~~public shares and ~~Hedging~~liquidate ~~(“ASC~~and ~~815”),~~dissolve. ~~paragraph~~Since 15the ~~Embedded Derivatives~~potential ~~(“ASC~~payments ~~815-15”).~~are ~~The~~contingent ~~classification~~upon ofeither ~~derivative instruments~~event, ~~including~~no ~~whether~~gain ~~such~~is ~~instruments~~recognized ~~should~~with berespect ~~recorded~~to asthe ~~liabilities or~~future aspayment ~~equity,~~in isthe ~~re-assessed~~condensed atconsolidated ~~the~~statements of ~~end~~operations as of ~~each~~March ~~reporting~~31, ~~period~~2022 and December 31, 2021.

~~The~~ 10,000,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815, paragraph 40, Contracts in Entity’s Own Equity (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”), paragraph 15 Embedded Derivatives (“ASC 815-15”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 10,000,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815, paragraph 40, Contracts in Entity’s Own Equity (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants was estimated using a Monte Carlo simulation model each measurement date, and as of March 31, 2022, a Black-Scholes Merton model and Monte Carlo Simulation analysis has been employed. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC ~~Topic~~ 480 ~~“Distinguishing Liabilities from Equity~~.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~2021, 20,000,000 ~~shares~~ shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance ~~sheet~~sheets.

~~Effective~~Under ASC ~~with~~480-10-S99, the Company has elected to recognize changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which, resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

~~Net Income (Loss) Per Common Share~~11

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 16,000,000 shares of common stock in the calculation of diluted income (loss) per share because their exercise is contingent upon future events and since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the three months ended September 30, 2021 and 2020, for the nine months ended September 30, 2021, and the period from June 4, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2021						September 30, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss	$	(37,847,531	)	$	(9,461,883	)	$	(56,342,537	)	$	(14,085,634	)
Denominator:
Basic and diluted weighted average common shares outstanding		20,000,000			5,000,000			20,000,000			5,000,000
Basic and diluted net loss per common share	$	(1.89	)	$	(1.89	)	$	(2.82	)	$	(2.82	)

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	For the Three Months Ended September 30, 2020						For The Period From June 4, 2020 (inception) through September 30, 2020
	Class A			Class B			Class A			Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss	$	(161,989	)	$	(100,696	)	$	(164,968	)	$	(115,924	)
Denominator:
Basic and diluted weighted average common shares outstanding		8,043,478			5,000,000			7,115,385			5,000,000
Basic and diluted net loss per common share	$	(0.02	)	$	(0.02	)	$	(0.02	)	$	(0.02	)

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ~~As of September 30, 2021, and December 31, 2020, the Company had deferred tax assets with a full valuation allowance against them.~~

~~FASB~~ ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ~~There were no unrecognized tax benefits as of September 30, 2021.~~ The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

~~Recent~~Net Income ~~Issued~~(Loss) ~~Accounting~~Per ~~Standards~~Common Share

~~In August 2020, the FASB issued Accounting Standards~~The ~~Update~~Company ~~(“ASU”)~~complies ~~No. 2020-06, Debt-Debt~~ with ~~Conversion~~accounting and ~~Other~~disclosure ~~Options~~requirements ~~(Subtopic~~of ~~470-20)~~FASB ~~and~~ASC ~~Derivatives~~Topic ~~and~~260, ~~Hedging-Contracts in~~“Earnings ~~Entity’s~~Per ~~Own~~Share” ~~Equity~~ (~~Subtopic~~“ASC ~~815-40~~260”):. The ~~Accounting~~Company ~~for~~has ~~Convertible~~two ~~Instruments~~classes ~~and~~of ~~Contracts in an Entity’s Own Equity (“ASU 2020-06”)~~shares, which ~~simplifies~~are ~~accounting~~referred ~~for~~to ~~convertible~~as ~~instruments~~Class byA ~~removing~~common ~~major~~stock ~~separation~~and ~~models~~Class ~~required~~B ~~under~~common ~~current GAAP~~stock. ~~The~~Income ~~ASU~~and ~~also removes~~losses ~~certain settlement conditions that~~ are shared ~~required~~pro ~~for~~rata ~~equity-linked~~between ~~contracts to qualify for~~ the ~~derivative~~two ~~scope~~classes ~~exception,~~of ~~and it~~shares. ~~simplifies~~Net ~~the~~income ~~diluted~~(loss) ~~earnings~~ per common share ~~calculation~~is incalculated ~~certain~~by ~~areas.~~dividing ~~The~~the ~~guidance~~net ~~may~~income ~~be early adopted for fiscal years beginning~~(loss) ~~after~~by ~~December~~the ~~15,~~weighted ~~2020,~~average ~~and~~shares ~~interim~~of ~~periods~~common ~~within~~stock ~~those~~outstanding ~~fiscal~~for ~~years. The Company is currently evaluating~~ the ~~impact~~respective ~~of this standard on its condensed consolidated financial statements and related disclosures~~period.

The Company’s ~~management~~did ~~does~~ not ~~believe that~~consider ~~any~~the ~~other~~effect ~~recently~~of the warrants issued, ~~but~~in ~~not~~connection ~~yet~~with ~~effective~~the Initial Public Offering and the Private Placement to purchase an aggregate of 16,000,000 ~~accounting~~shares ~~standards~~of ifcommon ~~currently~~stock ~~adopted~~in ~~would~~the ~~have~~calculation aof ~~material~~diluted ~~effect~~income on(loss) per share because their exercise is contingent upon future events. Accretion associated with the ~~accompanying~~redeemable Class A common stock is excluded from earnings per share as ~~financial~~the ~~statements~~redemption value approximates fair value.

14The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock:

	For The Three Months Ended March 31, 2022				For The Three Months Ended March 31, 2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss)	$	34,835,027	$	8,708,757	$	(16,673,306	)	$	(4,168,327	)

Denominator:
Basic and diluted weighted average common shares outstanding		20,000,000		5,000,000		20,000,000			5,000,000

Basic and diluted net income (loss) per common share	$	1.74	$	1.74	$	(0.83	)	$	(0.83	)

Recently Issued Accounting Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Offering~~Note 3 ~~Costs~~– ~~Associated with the~~ Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Note 3 - Initial Public Offering

On August 25, 2020, the Company consummated its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.5 million, inclusive of $7.0 million in deferred underwriting commissions.

Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 67).

Note 4 -– Related Party Transactions

Founder Shares

On June 19, 2020, the Sponsor purchased 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 5,750,000 Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The initial stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture would have been adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The over-allotment expired unexercised on October 59, 2020, resulting in the forfeiture of 750,000 Founder Shares.

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if (1) the last reported sales price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6.0 million. If the over-allotment option was exercised, the Sponsor could have purchased an additional amount of up to 600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The over-allotment expired unexercised on October 59, 2020.

A certain portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Related Party Loans

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company agreed that, commencing on the date that the Company’s securities are first listed on the New York Stock Exchange and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company will pay the Sponsor a total of $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. The Company incurred $45,000 ~~and $135,000~~ for such services for the three- ~~and~~months ~~nine-month periods~~ ended ~~September~~March 3031, ~~2021, respectively,~~2022 and ~~incurred $15~~2021,~~000~~ ~~for the three months ended September 30, 2020, and the period from June 4, 2020 (inception) through September 30, 2020,~~ included as general and administrative expenses -– related parties on the unaudited condensed consolidated ~~statement~~ statements of operations. AtAs ~~September 30,~~of ~~2021~~March 31, 2022 there was a balance of $15,000 ~~was~~prepaid for such services included asin prepaid expenses on the accompanying condensed consolidated balance sheets ~~for such services~~. AtAs of December 31, ~~2020~~2021, there ~~were~~was no amount prepaid orand ~~accrued~~no ~~expenses~~outstanding balance for such services included on the accompanying condensed consolidated balance sheets ~~for such services~~.

The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or their affiliates.

16Note 5 - Convertible Promissory Note

~~FAST~~In ~~ACQUISITION~~December ~~CORP~~2021, the Company issued FEI a note agreement (the “Convertible Promissory Note”) with a principal value of $1.0 million and an initial fair value of approximately $3.7 million. The Convertible Promissory Note is convertible, in any amount, at the option of FEI into warrants to purchase shares of the Company’s Class A common stock at a conversion price of $1.00 per warrant. If converted, the warrants will be identical to the Private Placement Warrants. The Convertible Promissory Note bears no interest and matures on the date of a Business Combination. As of March 31, 2022 and December 31, 2021, the fair value of the Convertible Promissory Note presented on the condensed consolidated balance sheets was approximately $1.6 million and $4.7 million, respectively.

~~NOTES~~The TOCompany ~~UNAUDITED~~has ~~CONDENSED~~elected ~~CONSOLIDATED~~the ~~FINANCIAL~~fair ~~STATEMENTS~~value option to account for the Convertible Promissory Note. The Convertible Promissory Note was initially recognized at fair value. Subsequent changes in fair value are recognized as changes in the fair value of convertible note in the consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (see Note 10, Fair Value Measurements).

Note 6 5 - Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Note~~In February 62022, -the ~~Warrants~~Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of this report and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this Quarterly Report on Form 10-Q.

~~As of September 30, 2021, and December 31, 2020,~~Note ~~the~~7 ~~Company~~– ~~had 10,000,000 Public~~ Warrants ~~and 6,000,000 Private Placement Warrants outstanding.~~

As of March 31, 2022 and December 31, 2021, the Company had 10,000,000 Public Warrants and 6,000,000 Private Placement Warrants outstanding.

Public Warrants may only be exercised in whole and only for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60^th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

1715

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The warrants have an exercise price of $11.50 per share, subject to adjustments. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 185% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption; and

	●	if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

18Note 8 – Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 20,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 20,000,000 shares of Class A common stock outstanding, which were all subject to possible redemption and classified outside of permanent equity in the condensed consolidated balance sheets.

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Note 7-~~ The Class A ~~Common~~common ~~Stock~~stock ~~Subject~~subject to ~~Possible~~possible redemption reflected on the accompanying condensed consolidated balance sheets is reconciled ~~Redemption~~on the following table:

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 20,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 20,000,000 shares of Class A common stock outstanding, which were all subject to possible redemption and classified outside of permanent equity in the condensed balance sheets.

The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table:

Gross proceeds	$	200,000,000
Less:
Fair value of Public Warrants at issuance		(8,000,000	)
Offering costs allocated to Class A common stock subject to possible redemption		(11,071,453	)
Plus:
Accretion of carrying value to redemption value		19,071,453
Class A common stock subject to possible redemption	$	200,000,000

Note 9 8– - Stockholders’ Deficit

Preferred Stock -– The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~September~~March 3031, ~~2021,~~2022 and December 30, ~~2020~~2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock -– The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of ~~September~~March 3031, ~~2021,~~2022 and December 31, ~~2020~~2021, there were 20,000,000 shares of Class A common stock issued or outstanding~~. Of the outstanding shares of Class A common stock~~, ~~20,000,000 shares were~~ all subject to possible redemption ~~at September 30, 2021~~ and ~~December 31, 2020, and~~ therefore classified outside of permanent equity. See Note 78.

Class B Common Stock -– The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of ~~September~~March 3031, ~~2021,~~2022 and December 31, ~~2020~~2021, there were 5,000,000 shares of Class B common stock issued outstanding.

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.

The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

1917

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 10 9.– Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of ~~September~~March 3031, ~~2021,~~2022 and December 31, ~~2020~~2021 by level within the fair value hierarchy:

~~September 30~~March 31, ~~2021~~2022

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	200,017,289	$	-	$	-
Investments held in Trust Account – U.S. Treasury Securities	$	199,973,658	$	-	$	-
Liabilities:
Derivative warrant liabilities -Public Warrants	$	5915,~~500~~000,000	$	-
Derivative warrant liabilities -Private Warrants	$	-	$	-	$	36,060,000
Derivative warrant liabilities -Private Placement Warrants	$	-	$	-	$	9,420,000
Convertible promissory note	$	-	$	-	$	1,552,617

December 31, ~~2020~~2021

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	200,067,535	$	-	$	-
Investments held in Trust Account – U.S. Treasury Securities	$	200,027,697	$	-	$	-
Liabilities:
Derivative warrant liabilities -Public Warrants	$	1739,~~400~~500,000	$	-
Derivative warrant liabilities -Private Warrants	$	-	$	-	$	10,920,000
Derivative warrant liabilities -Private Placement Warrants	$	-	$	-	$	27,120,000
Convertible promissory note	$	-	$	-	$	4,747,770

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels induring the three- ormonths ~~nine-month periods~~ ended ~~September~~March 3031, 2022 and 2021.

~~The fair value of the Public Warrants issued in~~Derivative ~~connection~~Warrant with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.Liabilities

~~For~~The fair value of the ~~three~~Public Warrants issued in connection with the Initial Public Offering and ~~nine~~Private ~~months~~Placement ~~ended~~Warrants ~~September~~were initially ~~30,~~measured ~~2021,~~at ~~the~~fair ~~Company~~value ~~recognized~~using a ~~charge~~Monte ~~from~~Carlo ansimulation ~~increase~~model inand subsequently, the fair value of ~~liabilities~~the ofPrivate ~~approximately~~Placement ~~$46.6~~Warrants ~~million~~was estimated using a Monte Carlo simulation model each measurement date, and ~~$67.2~~as ~~million~~of March 31, ~~respectively~~ 2022, ~~presented~~a asBlack-Scholes ~~change~~Merton informula and a Monte Carlo simulation analysis were employed to estimate the fair value of ~~derivative~~Private ~~warrant~~Placement ~~liabilities~~Warrants. onThe ~~the~~fair ~~accompanying~~value ~~unaudited~~of ~~condensed~~Public ~~consolidated~~Warrants issued ~~statement~~in connection with the Initial Public Offering have subsequently been measured based on the listed market price of ~~operations~~such warrants.

20For the three months ended March 31, 2022 and 2021, the Company recognized a gain/(charge) from an decrease/(increase) in the fair value of the derivative warrant liabilities of approximately $42.2 million and ($18.9) million, respectively, as presented on the unaudited condensed consolidated statements of operations.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

	As of March 31, 2022			As of December 31, 2021
Stock Price	$	10.08		$	10.16
SPAC Volatility		17.3	%		8.1	%
Expected life of the options to convert		5.25			5.5
Risk-free rate		2.42	%		0.98	%
Dividend yield		0.0	%		0.0	%

FAST ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The changes ~~following~~in ~~table~~the ~~provides~~fair ~~quantitative~~value ~~information regarding~~of the derivative warrant liabilities measured with Level 3 ~~fair~~inputs ~~value~~in ~~measurements~~the ~~inputs~~respective atperiods ~~their~~are ~~measurement~~summarized as ~~dates~~follows:

	As of September 30, 2021			As of December 31, 2020
Warrant liabilities at December 31, 2021 - Level 3 measurements	$	27,120,000
Stock Price	$	12.71		$	10.24
Change in fair value of warrant liabilities - Level 3 measurements		(17,700,000	)
Volatility		45.0	%		16.0	%
Warrant liabilities at March 31, 2022 - Level 3 measurements	$	9,420,000
Expected life of the options to convert		5.25			5.5
Risk-free rate		0.98	%		0.43	%
Dividend yield		0.0	%		0.0	%

The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period for the three and nine months ended September 30, 2021, is summarized as follows:

Warrant liabilities at December 31, 2020 - Level 3 measurements	$	28,320,000
Change in fair value of warrant liabilities - Level 3 measurements		18,920,000
Warrant liabilities at March 31, 2021 - Level 3 measurements	$	47,240,000

Warrant liabilities at January 1, 2021 - Level 3 measurements	$	10,920,000
Change in fair value of warrant liabilities - Level 3 measurements		7,320,000
Warrant liabilities at March 31, 2021 - Level 3 measurements	$	18,240,000
Change in fair value of warrant liabilities - Level 3 measurements		900,000
Warrant liabilities at June 30, 2021 - Level 3 measurements	$	19,140,000
Change in fair value of warrant liabilities - Level 3 measurements		16,920,000
Warrant liabilities at September 30, 2021 - Level 3 measurements	$	36,060,000

Convertible Promissory Note

The estimated fair value of the Convertible Promissory Note 10was -estimated ~~Subsequent~~utilizing ~~Events~~a simulation model similar to the one employed in the Private Placement Warrant valuation with Level 3 inputs. The following table provides the quantitative information regarding the inputs utilized for the fair value measurement of the Convertible Promissory Note as of their measurement dates:

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the unaudited condensed consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

	As of March 31, 2022			As of December 31, 2021
Exercise price	$	1.00		$	1.00
Stock price	$	10.08		$	10.18
Volatility		17.3	%		42.0	%
Expected term		0.25			0.50
Risk-free interest rate		0.52	%		0.13	%

The change in the fair value of the convertible note measured with Level 3 inputs for the three months March 31, 2022 is summarized as follows:

Fair Value of convertible promissory note at December 31, 2021	$	4,747,770
Change in fair value of convertible promissory note		(3,195,153	)
Fair Value of convertible promissory note at March 31, 2022	$	1,552,617

Note 11 – Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “FAST Acquisition Corp.,” “our,” “us” or “we” refer to FAST Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in Delaware on June 4, 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. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our Sponsor is FAST Sponsor, LLC, a Delaware limited liability company. The registration statement for our Initial Public Offering was declared effective on August 20, 2020. On August 25, 2020, we consummated our Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.5 million, inclusive of $7.0 million in deferred underwriting commissions. The underwriters were granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. The over-allotment expired unexercised on October 9, 2020.

Simultaneously with the closing of the Initial Public Offering , we consummated the Private Placement of 6,000,000 Private Placement Warrants to our Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $6.0 million.

Upon the closing of the Initial Public Offering and the Private Placement, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and has been invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 25, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Termination of Proposed Business Combination and Settlement

On February 1, 2021, we entered into the Merger Agreement with FEI, FAST Merger Corp. and Merger Sub. However, on December 9, 2021, we entered into the Settlement Agreement with FEI, FAST Merger Corp., Merger Sub and the Sponsor, pursuant to which the parties agreed to mutually terminate the Merger Agreement as of December 9, 2021 and fully and finally resolve all disputes that have arisen between them relating to FEI’s purported termination of the Merger Agreement. The Settlement Agreement mutually terminates the Merger Agreement as of December 9, 2021. By virtue of the termination of the Merger Agreement, the PIPE Subscription Agreements and all other Ancillary Agreements (as defined in the Merger Agreement) terminate in accordance with their terms. The Settlement Agreement provides for both immediate and deferred payments from FEI to the Company. The Settlement Agreement provides that FEI will pay $6.0 million to the Company within three business days of the Effective Date (as defined in the Settlement Agreement) of the Settlement Agreement and will further loan $1.0 million to the Company within five business days of the Effective Date of the Settlement Agreement. The Settlement Agreement provides that FEI will further pay to the Company either (i) $10.0 million in the event that the Company consummates an initial business combination, or (ii) $26.0 million if the Company does not consummate an initial business combination and determines to redeem its Public Shares and liquidate and dissolve. The Settlement Agreement contains mutual releases by all parties, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Merger Agreement and FEI’s purported termination notice dated December 1, 2021. The Settlement Agreement also contains a covenant not to sue and other customary terms. As of December 31, 2021, we received the $6.0 million in cash and the $1.0 million loan proceeds. The $1.0 million loan agreement was entered into December 14, 2021 and is convertible, in any amount, at the option of the payee into warrants to purchase shares of Class A common stock of the Company at a conversion price of $1.00 per warrant. If converted the warrants would be identical to the Private Placement Warrants. The Convertible Promissory Note bears no interest and matures on the date of a business combination.

The Settlement Agreement contains mutual releases by all parties, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Merger Agreement and FEI’s purported termination notice dated December 1, 2021. The Settlement Agreement also contains a covenant not to sue and other customary terms.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Settlement Agreement, a copy of which was filed with the SEC on a Current Report on Form 8-K on December 10, 2021.

Liquidity and Going Concern

As of March 31, 2022, we had approximately $3.8 million in our operating bank account and working capital of approximately $1.8 million.

Prior to the completion of the Initial Public Offering, our liquidity needs were satisfied through a payment of $25,000 from our Sponsor in exchange for the issuance of Founder Shares, the loan under the Note as well as advancement of funds from our Sponsor in an aggregate amount of approximately $354,000 to us to cover for offering costs in connection with the Initial Public Offering. Subsequent to the consummation of the Initial Public Offering on August 25, 2020, our liquidity needs had been satisfied with the net proceeds from the consummation of the Private Placement not held in the Trust Account. We fully repaid the Note and advanced funds on August 25, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, our officers, directors and initial stockholders may, but are not obligated to, provide us Working Capital Loans. To date, there were no amounts outstanding under any Working Capital Loans.

~~Item~~According to 2the Settlement Agreement, on December 14, 2021, we received $1.0 ~~Management’s~~million ~~Discussion~~under the Convertible Promissory Note to finance our working capital needs. As described above, $1.0 million may be convertible into warrants to purchase Class A common stock at a conversion price of $1.00 per warrant. The Convertible Promissory Note was determined at fair value at issuance and ~~Analysis~~subsequently. As of ~~Financial~~March ~~Condition~~31, 2022 and ~~Results~~December 31, 2021, the fair value of ~~Operations~~the Convertible Promissory Note presented on the condensed consolidated balance sheets was approximately $1.6 million and $4.7 million, respectively.

~~References~~Based on to the ~~“Company~~foregoing,” ~~“FAST Acquisition~~management ~~Corp.,”~~believes ~~“our,”~~that ~~“us” or “~~we” ~~refer~~will tohave ~~FAST~~sufficient ~~Acquisition~~working ~~Corp.~~capital ~~The following discussion~~ and ~~analysis~~borrowing ofcapacity ~~the~~to ~~Company’s~~meet ~~financial~~our ~~condition~~needs ~~and~~through ~~results~~the consummation of ~~operations~~a ~~should~~Business beCombination. ~~read~~However, in ~~conjunction~~connection with the ~~unaudited~~management ~~condensed~~assessment of going concern considerations in accordance ~~consolidated~~with ~~financial~~ASC ~~statements~~205-40, management has determined that mandatory liquidation and ~~the~~subsequent ~~notes~~dissolution ~~thereto~~raise ~~contained~~substantial ~~elsewhere~~doubt inabout ~~this~~our ~~report~~ability to continue as a going concern. ~~Certain~~No ~~information~~adjustments ~~contained~~have inbeen made to the ~~discussion~~carrying amounts of assets or liabilities should we be required ~~and~~to ~~analysis~~liquidate ~~set~~after ~~forth~~August ~~below~~25, ~~includes~~2022. ~~forward-looking~~The unaudited condensed consolidated financial statements do not include any adjustment that ~~involve~~might be ~~risks~~necessary ~~and~~if ~~uncertainties~~we are unable to continue as a going concern.

~~Cautionary~~Risks and ~~Note Regarding Forward-Looking Statements~~Uncertainties

~~This Quarterly Report on Form 10-Q includes~~Our ~~forward-looking~~management ~~statements~~continues ~~within~~to ~~the~~evaluate ~~meaning of Section 27A of~~ the ~~Securities~~impact ~~Act and Section 21E~~ of the ~~Exchange Act. We have based these forward~~COVID-~~looking~~19 ~~statements~~pandemic ~~on our current expectations~~ and ~~projections~~has ~~about~~concluded ~~future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us~~ that ~~may~~the ~~cause~~specific ~~our~~impact ~~actual~~is ~~results,~~not ~~levels~~readily ~~of activity, performance~~determinable oras ~~achievements~~of tothe bedate ~~materially different from any future results, levels~~ of ~~activity,~~these ~~performance~~unaudited orcondensed ~~achievements~~consolidated ~~expressed~~financial ~~or implied by such forward-looking~~ statements. InThe ~~some~~unaudited ~~cases,~~condensed ~~you~~consolidated ~~can~~financial ~~identify forward-looking~~ statements ~~by terminology such as “may,”~~ ~~“should,”~~do ~~“could,”~~not ~~“would,”~~include ~~“expect,”~~any ~~“plan,”~~adjustments ~~“anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. For information identifying important factors~~ that ~~could~~might ~~cause~~result ~~actual results to differ materially~~ from ~~those anticipated in~~ the ~~forward-looking~~outcome ~~statements, please refer to the Risk Factors section~~ of ~~the~~this ~~Company’s final prospectus for its Initial Public Offering filed with the SEC~~uncertainty. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Overview~~In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed consolidated financial statements and the specific impact on the our financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements.

~~We are a blank check company incorporated in Delaware~~Results ~~on June 4, 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. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.Operations

Our entire ~~Sponsor~~activity isfrom ~~FAST~~inception ~~Sponsor,~~up ~~LLC,~~to aMarch ~~Delaware~~31, ~~limited liability~~2022, ~~company.~~was ~~The~~in ~~registration~~preparation ~~statement~~ for our formation, the Initial Public Offering ~~was declared effective on August 20~~, ~~2020.~~and Onsince ~~August 25,~~the ~~2020,~~closing weof ~~consummated~~ our Initial Public Offering ~~of 20~~,~~000,000~~ ~~Units,~~a atsearch ~~$10.00~~for ~~per~~Business ~~Unit,~~Combination ~~generating gross proceeds of $200~~candidates.0 ~~million, and~~We ~~incurring~~will ~~offering~~not ~~costs~~generate ofany ~~approximately~~operating ~~$11.5~~revenues ~~million, inclusive of $7.0 million in deferred underwriting commissions. The underwriters~~until ~~were~~the ~~granted~~closing aand ~~45-day~~completion ~~option from the date~~ of ~~the~~our ~~final~~initial ~~prospectus~~Business ~~relating to the Initial Public Offering to purchase up to 3~~Combination,~~000,000 additional~~ ~~Units to cover over-allotments, if any,~~ at ~~$10.00~~the ~~per Unit~~earliest. ~~The over-allotment expired unexercised on October 5, 2020.~~

~~Simultaneously with~~ For the ~~closing~~three ofmonths ~~the~~ended ~~Initial Public~~March ~~Offering~~31, 2022, we ~~consummated~~had ~~the~~a ~~Private~~net ~~Placement~~income of ~~6,000,000~~approximately ~~Private~~$43.5 ~~Placement~~million, ~~Warrants~~which toconsisted ~~our~~of ~~Sponsor,~~approximately ~~each~~$42.2 ~~exercisable to purchase~~million ~~one~~of ~~share~~gain offrom ~~Class~~changes Ain ~~common~~fair ~~stock~~value atof ~~$11.50~~derivative ~~per~~warrant ~~share~~liabilities, atapproximately ~~a price of~~ $13.002 ~~per~~million ~~Private~~of ~~Placement~~gain ~~Warrant,~~from ~~generating~~changes ~~gross~~in ~~proceeds~~fair ~~to us~~value of ~~$6.0 million. If~~ the ~~over-allotment~~Convertible ~~option~~Promissory ~~was exercised~~Note, ~~our~~partially ~~Sponsor~~offset ~~could~~by ~~have~~general ~~purchased~~and anadministrative ~~additional~~expenses ~~amount~~ of upapproximately to$1.7 ~~600~~million,~~000~~ related party ~~Private~~administrative ~~Placement~~fees ~~Warrants~~of at$45,000, afranchise ~~price~~tax expense of approximately $~~1.00~~49,000, ~~per~~and ~~Private~~approximately ~~Placement~~$54,000 ~~Warrant.~~of ~~The~~loss ~~over-allotment~~from ~~expired~~our ~~unexercised~~investments held onin ~~October~~the 5,Trust ~~2020~~Account.

~~Upon~~ For the ~~closing~~three ofmonths ~~the~~ended ~~Initial~~March ~~Public~~31, ~~Offering and the Private Placement~~2022, ~~$200.0~~we ~~million~~had ~~($10.00~~a ~~per~~net ~~Unit)~~loss of ~~the~~approximately ~~net~~$20.9 ~~proceeds~~million ofwhich ~~the~~consisted ~~sale~~ of ~~the~~approximately ~~Units~~$1.9 million in ~~the~~general ~~Initial Public Offering~~ and ~~the~~administrative ~~Private~~expenses ~~Placement~~and ~~were~~approximately ~~placed~~$18.9 million in ~~the~~change ~~Trust Account located~~ in ~~the~~fair ~~United~~value ~~States~~of atderivative JPwarrant ~~Morgan Chase Bank~~liabilities, ~~N.A. with Continental~~which ~~Stock~~was ~~Transfer~~partially &offset ~~Trust~~by ~~Company~~approximately ~~acting as trustee~~$25,000 ~~and will be invested only~~ in ~~U.S.~~income ~~“government~~from ~~securities,”~~our ~~within~~investments ~~the meaning~~held ~~of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or~~ in ~~money market funds meeting certain conditions under Rule 2a-7 promulgated under~~ the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust ~~Account~~ ~~as described below~~Account.

~~If we are unable to complete a Business Combination~~Contractual within 24 months from the closing of the Initial Public Offering, or August 25, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.Obligations

22Registration Rights

~~Proposed~~The holders ~~Business~~of ~~Combination~~Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~On February 1, 2021, the Company entered into~~Underwriting ~~an agreement and plan of merger (as amended, 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.” On June 30, 2021, the Company, FEI, FAST Merger Corp. and Merger Sub entered into an Amendment No. 1 to the Merger Agreement (“Amendment No. 1”), pursuant to which the Merger Agreement was amended 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, (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 (the “Closing”) as a result of contractually required contributions will be included as part of the transaction and (iii) extend the “Termination Date” under the Merger Agreement from November 1, 2021 to December 1, 2021.

~~Upon the Closing, each share of common stock of~~The ~~the~~underwriters ~~Company~~were ~~will~~entitled beto ~~converted~~an ~~into~~underwriting ~~one~~discount ~~share~~ of ~~Class~~$0.20 Aper ~~common~~Unit, ~~stock~~or of$4.0 ~~New~~million ~~FEI~~in ~~and all of~~ the ~~outstanding equity interests of FEI will be acquired for~~ aggregate, ~~consideration that is currently valued at approximately $3.84 billion. Such consideration will be~~ paid toupon ~~Tilman J. Fertitta,~~ the ~~sole~~closing ~~stockholder~~ of ~~FEI, by the issuance of a number of shares of Class B common stock of New FEI, calculated based on~~ the ~~aggregate~~Initial ~~closing~~Public ~~date~~Offering. ~~transaction~~In ~~value~~addition, ~~as determined pursuant to the Merger Agreement, and a~~ $100.35 per ~~share~~Unit, ~~price~~or ~~of the Class B common stock~~$7.0 ~~The~~million ~~value~~in of the aggregate ~~consideration~~ will ~~change~~be ~~between~~payable ~~now~~to ~~and~~ the ~~Closing~~underwriters ~~based~~for ~~on (i) the difference between the~~deferred ~~net~~underwriting ~~debt of FEI at the Closing and the current target net debt of $4~~commissions.6 ~~billion~~The ~~and~~deferred ~~(ii)~~fee ~~(x)~~will ~~the~~become ~~difference~~payable ~~between~~to the ~~60-day~~underwriters ~~average closing~~from ~~stock price of a share of GNOG as of~~ the ~~day~~amounts ~~prior~~held toin the ~~Closing~~Trust ~~and~~Account ~~$18.46,~~solely in the closing stock price of GNOG on January 28, 2021, multiplied by (y) 31,350,625 (subject to adjustment by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any other similar event ~~between~~that ~~the~~we ~~date~~complete ofa ~~the Merger Agreement and the Closing). In addition, in connection with the~~ Business Combination, ~~FEI~~subject ~~will complete an internal reorganization and spin out certain assets which are not intended~~ to bethe ~~part~~terms of the ~~Business~~underwriting ~~Combination (the “Restructuring”)~~agreement.

~~The shares of Class B common stock of New FEI~~Administrative ~~will~~Services have the same economic terms as the shares of Class A common stock of New FEI, but the shares of Class B common stock of New FEI will have 10 votes per share. The outstanding shares of Class B common stock of New FEI will be subject to a “sunset” provision if Mr. Fertitta and other permitted holders of New FEI Class B common stock collectively cease to beneficially own at least 20% of the number of shares of Class B common stock of New FEI collectively held by Mr. Fertitta and other permitted transferees as of the effective date of the Business Combination.Agreement

OnCommencing on August 921, ~~2021~~2020 and continuing until the earlier of the consummation of a Business Combination or our liquidation, ~~DraftKings~~we ~~Inc.~~agreed ~~(“DraftKings”)~~to pay ~~and~~the ~~GNOG~~Sponsor ~~announced~~a ~~that~~total ~~they~~of ~~have~~$15,000 ~~entered~~per ~~into~~month afor ~~definitive~~office ~~agreement~~space, ~~pursuant~~utilities, and secretarial and administrative support services provided to members ~~which~~of ~~DraftKings~~our ~~will~~management ~~acquire~~team. ~~GNOG~~We inincurred an$45,000 ~~all-stock~~and ~~transaction~~$45,000 for such services for the three months ended March 31, 2022 and 2021, (respectively, included as general and administrative expenses – related parties on the ~~“DraftKings~~unaudited ~~Transaction”)~~condensed consolidated statements of operations. ~~The~~As ~~Company~~of ~~currently~~March ~~expects~~31, ~~that~~2022, ~~the~~there ~~Business~~was ~~Combination~~a ~~will~~balance ~~close~~of $15,000 prepaid for such services included in ~~the~~prepaid ~~fourth~~expenses ~~quarter~~on the accompanying condensed consolidated balance sheets. As of December 31, 2021, ~~prior~~there towas ~~the~~no ~~expected~~amount ~~closing~~prepaid ofand no outstanding balance for such services included on the ~~DraftKings~~accompanying ~~Transaction~~condensed consolidated balance sheets.

The ~~Merger Agreement does not prohibit FEI from~~ ~~selling~~Sponsor, ~~the~~officers ~~stock of GNOG~~ and ~~the~~directors, ~~Company’s~~or ~~consent~~any ~~was~~of ~~not~~their ~~required~~respective ~~for~~affiliates ~~the DraftKings Transaction. The Merger Agreement provides that the Merger Consideration (as defined therein) payable to FEI’s sole stockholder~~ will be ~~adjusted~~reimbursed byfor ~~(a)(i)~~any ~~an amount equal to the difference between the 60~~out-~~day average closing stock price~~ of-pocket aexpenses ~~share~~incurred ~~of GNOG as of the day prior to the closing of the Business~~in ~~Combination,~~connection ~~multiplied~~with byactivities ~~(ii)~~performed ~~the~~on ~~number~~our ofbehalf ~~shares~~such ~~of stock of GNOG owned by FEI~~ as ofidentifying ~~the~~potential ~~Closing,~~target businesses and ~~(b)(i)~~performing ~~$13.00,~~due ~~multiplied~~diligence ~~by (ii)~~on ~~31,494,175. The Merger Consideration payable to the sole stockholder of FEI will increase or decrease to the extent GNOG’s~~suitable ~~stock~~business ~~price increases or decreases as a result of the announcement of the DraftKings Transaction in relation to the $13~~combinations.~~00 reference price in the Merger Agreement.~~

~~A subsidiary of FEI, as a holder of GNOG common~~Critical ~~stock,~~Accounting will receive the merger consideration in the DraftKings Transaction. In the DraftKings Transaction, GNOG stockholders, including such subsidiary of FEI, will receive a fixed ratio of 0.365 shares of Class A common stock of a new holding company formed by DraftKings in connection with the Transaction (“New DraftKings”), for each share of common stock of GNOG. The Company is not a party to the DraftKings Transaction.Policies

~~Liquidity~~Investments Held ~~and~~in ~~Going~~the ~~Concern~~Trust Account

~~The~~Our portfolio ~~accompanying~~of ~~condensed~~investments ~~consolidated~~held ~~financial statements~~in ~~have~~the ~~been~~Trust ~~prepared~~Account ~~assuming~~is wecomprised ~~will~~of ~~continue~~U.S. asgovernment ~~a going concern~~securities, ~~which~~within ~~contemplates,~~the ~~among~~meaning ~~other~~set ~~things,~~forth ~~the~~in ~~realization~~Section 2(a)(16) of ~~assets~~ ~~and~~the ~~satisfaction~~Investment ofCompany ~~liabilities~~Act, inwith ~~the~~a ~~normal~~maturity ~~course~~ of ~~business.~~185 Asdays ofor ~~September 30~~less, ~~2021,~~or weinvestments ~~had~~in ~~approximately~~money ~~$0.2~~market ~~million~~funds that invest in U.S. ~~our~~government ~~operating~~securities, ~~bank~~or ~~account~~a ~~and~~combination athereof. ~~working~~The ~~capital~~investments ~~deficit~~held ofin ~~approximately~~the ~~$2.0~~Trust ~~million~~Account ~~(not~~are ~~taking~~classified ~~into~~as ~~account~~trading ~~approximately~~securities. ~~$79,000~~Trading ofsecurities ~~tax~~are ~~obligations~~presented ~~that~~on ~~may~~our becondensed ~~paid~~consolidated ~~using~~balance ~~investment~~sheets ~~income~~at ~~classified~~fair invalue at the ~~Trust~~end ~~Account).~~of Weeach ~~have~~reporting ~~incurred~~period. Gains and ~~expect~~losses resulting tofrom ~~incur~~the ~~additional significant~~change ~~costs~~ in ~~pursuit~~fair value of ~~our~~these ~~financing~~securities ~~and~~are ~~acquisition~~included ~~plans.~~in ~~These~~net ~~conditions~~gain ~~raise~~from ~~substantial~~investments ~~doubt~~held ~~about~~in ~~our~~Trust ~~ability~~Account toon ~~continue~~the unaudited ascondensed aconsolidated ~~going~~statements ~~concern~~of ~~within~~operations. ~~one~~The ~~year~~estimated ~~after~~fair ~~the~~values ~~date~~of ~~that~~investments held in the ~~accompanying~~Trust ~~condensed~~Account ~~consolidated~~are ~~financial~~determined ~~statements~~using available ~~are~~market ~~issued~~information.

23Derivative Warrant Liabilities

InWe do ~~connection~~not ~~with~~use ~~our~~derivative ~~assessment~~instruments ofto ~~going~~hedge ~~concern considerations~~exposures into ~~accordance~~cash ~~with FASB ASC 205-40~~flow, ~~“Basis of Presentation – Going Concern~~market,” ~~management~~or ~~has~~foreign ~~determined that~~currency ~~the~~risks. ~~working~~We ~~capital~~evaluate ~~deficit~~all ~~and~~of ~~mandatory liquidation and subsequent dissolution raise substantial doubt about~~ our ~~ability to continue~~financial asinstruments, aincluding ~~going~~issued ~~concern.~~stock Nopurchase ~~adjustments~~warrants, ~~have~~to ~~been~~determine ~~made~~if tosuch ~~the~~instruments ~~carrying~~are ~~amounts~~derivatives ofor ~~assets~~contain orfeatures ~~liabilities~~that ~~should~~qualify as weembedded bederivatives, ~~required~~pursuant to ~~liquidate after~~ASC ~~August~~480 ~~25,~~and ~~2022~~ASC 815-15. The ~~unaudited~~classification ~~condensed~~of ~~consolidated~~derivative ~~financial~~instruments, ~~statements~~including dowhether ~~not~~such ~~include~~instruments should ~~any~~be ~~adjustment~~recorded ~~that~~as ~~might~~liabilities beor ~~necessary if~~as weequity, ~~are~~is ~~unable~~re-assessed toat ~~continue~~the asend aof ~~going~~each ~~concern~~reporting period.

~~Risks~~The Public Warrants and ~~Uncertainties~~the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of the public warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants was estimated using a Monte Carlo simulation model each measurement date, and as of March 31, 2022, a Black-Scholes Merton model and Monte Carlo Simulation analysis has been employed. The fair value of public warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.23

~~Results~~Class A ofCommon ~~Operations~~Stock Subject to Possible Redemption

~~Our~~We account ~~entire~~for ~~activity~~our ~~since~~Class ~~inception~~A upcommon stock subject to ~~September 30,~~possible ~~2021,~~redemption ~~was~~in accordance with the guidance in ~~preparation~~ASC ~~for~~480. ~~our~~Shares ~~formation,~~of ~~the~~Class ~~Initial~~A ~~Public~~common stock ~~Offering,~~subject to mandatory redemption (if any) are classified as liability instruments and ~~since~~are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the ~~closing~~control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our ~~Initial~~control) ~~Public~~are ~~Offering,~~classified aas ~~search~~temporary ~~for~~equity. ~~business~~At ~~combination~~all ~~candidates~~other times, shares of Class A common stock are classified as stockholders’ equity. WeOur ~~will~~Class ~~not~~A ~~generate~~common ~~any~~stock ~~operating~~features certain ~~revenues~~redemption ~~until~~rights that are considered to be outside of our control and subject to the ~~closing~~occurrence of uncertain future events. Accordingly, at March 31, 2022 and ~~completion~~December 31, 2021, 20,000,000 shares of ~~our~~Class ~~initial~~A ~~Business~~common stock subject to possible redemption are presented ~~Combination~~as temporary equity, outside of the stockholders’ equity section of our condensed consolidated balance sheets.

~~For~~We recognize ~~the~~changes ~~three~~in ~~months~~redemption ~~ended~~value ~~September~~immediately ~~30,~~as ~~2021, we~~they ~~had~~occur aand ~~net~~adjusts ~~loss~~the ofcarrying ~~approximately~~value ~~$47.3~~of ~~million~~the ~~which~~Class ~~consisted~~A ofcommon ~~approximately~~stock ~~$46.6~~subject ~~million~~to possible inredemption ~~change~~to inequal the ~~fair~~redemption value ofat ~~derivative warrant~~the ~~liabilities,~~end ~~approximately~~of ~~$0.6~~each ~~million~~reporting inperiod. ~~general~~Immediately ~~and~~upon ~~administrative~~the ~~expenses,~~closing ~~$45,000~~ of ~~general~~the ~~and~~Initial ~~administrative expenses~~Public –Offering, ~~related~~we ~~party,~~recognized ~~approximately~~the ~~$53,000~~accretion offrom ~~franchise~~initial ~~taxes,~~book ~~partially~~value ~~offset~~to byredemption ~~approximately~~amount, ~~$24~~which,~~000~~ ~~income~~resulted ~~from~~in ~~our~~charges ~~investments held~~against additional paid-in capital (to the ~~Trust~~extent ~~Account~~available) and accumulated deficit.

~~For the nine months ended September 30, 2021,~~Net weIncome ~~had~~(Loss) aPer ~~net~~Common loss of approximately $70.5 million which consisted of approximately $67.2 million in change in the fair value of derivative warrant liabilities, approximately $3.0 million in general and administrative expenses, $135,000 of general and administrative expenses – related party, approximately $150,000 of franchise taxes, partially offset by approximately $46,000 income from our investments held in the Trust Account.Share

~~For~~We comply ~~the~~with ~~period~~accounting ~~from~~and ~~June~~disclosure 4,requirements ~~2020~~of ~~(inception)~~ASC ~~through September~~260. ~~30,~~We ~~2020,~~have wetwo ~~had~~classes ~~a net loss~~ of ~~approximately $281~~shares,~~000~~ which ~~consisted~~are ofreferred ~~approximately~~to ~~$86,000~~as inClass ~~general~~A ~~and administrative~~common ~~expenses,~~stock ~~15,000~~and ofClass ~~general~~B ~~and~~common ~~administrative~~stock. ~~expenses~~Income –and ~~related~~losses ~~party,~~are ~~approximately~~shared ~~$64,000~~pro inrata ~~franchise~~between ~~tax~~the ~~expense,~~two ~~and~~classes ~~approximately $474,000~~ of ~~financing~~shares. ~~costs~~Net –income ~~derivative~~(loss) ~~warrant~~per ~~liabilities,~~common share ~~partially~~is ~~offset~~calculated by ~~$340,000~~dividing ~~change~~the innet ~~fair~~income ~~value~~(loss) ofby ~~derivative~~the ~~warrant liabilities,~~weighted ~~and~~average ~~approximately~~shares ~~$19,000~~of ~~income~~common ~~from~~stock ~~our~~outstanding ~~investments~~for ~~held in~~ the ~~Trust~~respective ~~Account~~period.

~~Related~~We did ~~Party~~not ~~Transactions~~consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 16,000,000 shares of common stock in the calculation of diluted income (loss) per share because their exercise is contingent upon future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~Founder Shares~~JOBS Act

OnThe JOBS ~~June~~Act ~~19,~~contains ~~2020~~provisions that, weamong ~~issued~~other 7things,~~187,500~~ ~~Founder Shares~~relax tocertain ~~our~~reporting ~~Sponsor~~requirements for aqualifying ~~payment~~public ~~of $25,000~~companies. OnWe ~~August~~qualify as 4,an ~~2020,~~“emerging wegrowth ~~effected~~company” aand ~~share~~under ~~capitalization~~the ~~resulting~~JOBS inAct anare ~~aggregate~~allowed ofto ~~5,750,000 Class~~comply Bwith ~~common~~new ~~stock~~or ~~outstanding.~~revised ~~All~~accounting ~~shares~~pronouncements based ~~and~~on ~~associated~~the ~~amounts~~effective ~~have~~date ~~been~~for ~~retroactively~~private ~~restated~~(not topublicly ~~reflect~~traded) ~~the share capitalization~~companies. ~~The~~ ~~initial~~We ~~stockholders~~are ~~agreed~~electing to ~~forfeit~~delay upthe toadoption ~~750,000~~of ~~Founder~~new ~~Shares~~or torevised ~~the~~accounting standards, ~~extent~~and ~~that~~as ~~the~~a ~~over-allotment~~result, ~~option~~we ~~was~~may not ~~exercised in~~comply ~~full~~with bynew ~~the~~or ~~underwriters.~~revised ~~The~~accounting ~~forfeiture~~standards ~~would~~on ~~have been adjusted to~~ the ~~extent~~relevant ~~that~~dates ~~the~~on ~~over-allotment~~which ~~option~~adoption ~~was~~of ~~not exercised in~~such ~~full~~standards byis ~~the~~required ~~underwriters~~for sonon-emerging ~~that~~growth ~~the~~companies. ~~Founder~~As ~~Shares~~a ~~will~~result, ~~represent 20.0% of~~ the ~~Company’s~~unaudited ~~issued~~condensed ~~and~~consolidated ~~outstanding~~financial ~~shares~~statements ~~after~~may ~~the~~not ~~Initial~~be ~~Public~~comparable ~~Offering.~~to ~~The~~companies ~~over-allotment~~that ~~expired~~comply ~~unexercised~~with onnew ~~October~~or 5,revised ~~2020,~~accounting ~~resulting~~pronouncements inas ~~the forfeiture~~ of ~~such~~public ~~shares~~company ~~resulting in~~effective ~~the forfeiture of 750,000 Founder Shares~~dates.

~~The~~Additionally, we ~~initial~~are ~~stockholders~~in ~~agreed,~~the ~~subject~~process toof ~~limited exceptions,~~evaluating ~~not~~the tobenefits ~~transfer,~~of ~~assign~~relying oron ~~sell~~the ~~any~~other ofreduced ~~the~~reporting ~~Founder~~requirements ~~Shares~~provided ~~until~~by the ~~earlier~~JOBS Act. Subject to ~~occur~~certain ~~of:~~conditions ~~(i)~~set ~~one~~forth ~~year~~in ~~after~~ the ~~completion~~JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions ofwe ~~the~~may ~~initial~~not ~~Business~~be ~~Combination~~required ~~and~~to, among other things, (iii) ~~the~~provide ~~date~~an ~~following~~auditor’s ~~the~~attestation ~~completion~~report ofon ~~the~~our ~~initial~~system ~~Business~~of ~~Combination~~internal oncontrols ~~which~~over financial ~~the~~reporting ~~Company completes~~pursuant ato ~~liquidation,~~Section ~~merger~~404, ~~capital~~(ii) ~~stock~~provide ~~exchange~~all orof ~~other~~the ~~similar~~compensation ~~transaction~~disclosure that ~~results~~may inbe ~~all~~required of ~~the~~non-emerging ~~Company’s stockholders~~growth ~~having~~public companies under the ~~right~~Dodd-Frank toWall ~~exchange~~Street ~~their~~Reform ~~common~~and ~~stock~~Consumer ~~for~~Protection ~~cash~~Act, ~~securities~~(iii) orcomply ~~other~~with ~~property.~~any ~~Notwithstanding~~requirement ~~the~~that ~~foregoing,~~may ifbe ~~(1)~~adopted by the ~~last reported~~Public ~~sales~~Company ~~price~~Accounting ofOversight ~~the~~Board ~~Class~~regarding Amandatory ~~common~~audit ~~stock~~firm ~~equals~~rotation or ~~exceeds~~a ~~$12.00~~supplement ~~per~~to ~~share~~the ~~(as~~auditor’s ~~adjusted~~report providing ~~for~~additional ~~stock~~information ~~splits,~~about ~~stock~~the ~~capitalizations, reorganizations,~~audit ~~recapitalizations~~ and the ~~like)~~financial ~~for~~statements ~~any~~(auditor 20discussion ~~trading~~and ~~days~~analysis) ~~within~~and ~~any~~(iv) ~~30-trading~~disclose ~~day~~certain executive ~~period~~compensation ~~commencing~~related atitems ~~least~~such ~~150~~as ~~days after~~ the ~~initial~~correlation ~~Business~~between ~~Combination~~executive orcompensation ~~(2)~~and ifperformance weand ~~consummate~~comparisons aof ~~transaction~~the ~~after~~CEO’s compensation ~~the~~to ~~initial~~median ~~Business~~employee ~~Combination~~compensation. ~~which~~These ~~results~~exemptions inwill ~~the our~~apply ~~stockholders~~for ~~having~~a ~~the~~period ~~right~~of tofive ~~exchange~~years ~~their~~following ~~shares~~the ~~for~~completion ~~cash,~~of ~~securities~~our Initial Public Offering or ~~other~~until ~~property,~~we ~~the~~are ~~Founder~~no ~~Shares~~longer ~~will~~an be“emerging ~~released from~~growth ~~the~~company,” ~~lock-up~~whichever is earlier.

~~Related~~Item 3. ~~Party~~Quantitative ~~Loans~~and Qualitative Disclosures About Market Risk

~~In addition, in order to fund working capital~~We ~~deficiencies~~are ~~or finance transaction costs in connection with~~ a ~~Business~~smaller ~~Combination,~~reporting ~~the~~company ~~Sponsor~~as ordefined anby ~~affiliate~~Rule 12b-2 of the ~~Sponsor,~~Exchange orAct ~~certain of our officers~~ and ~~directors may, but~~ are not ~~obligated~~required to, ~~loan~~provide ~~us Working Capital Loans. If we complete a Business Combination, we may repay~~ the ~~Working~~information ~~Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would~~otherwise berequired repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, we had no borrowings under ~~the~~this ~~Working Capital Loans~~item.

~~Contractual~~Item 4. ~~Obligations~~Controls and Procedures

~~Registration~~Evaluation of ~~Rights~~Disclosure Controls and Procedures

~~The~~Disclosure controls ~~holders~~are procedures that are designed with the objective of ~~Founder~~ensuring ~~Shares~~that information required to be disclosed in our reports filed under the Exchange Act, ~~Private~~such ~~Placement~~as this report, is recorded, processed, summarized, and reported within the time period specified in the ~~Warrants~~SEC’s rules and ~~warrants~~forms. ~~that~~Disclosure ~~may~~controls beare ~~issued~~also ~~upon~~designed ~~conversion~~with the objective of ~~Working~~ensuring ~~Capital~~that ~~Loans~~such information is accumulated and communicated to our management, ifincluding ~~any~~our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and ~~any~~15d-15(e) ~~shares~~under the Exchange Act) were not effective as of ~~Class~~March 31, 2022 because of a material weakness in our internal control over financial reporting. A ~~common~~material ~~stock~~weakness ~~issuable~~is a deficiency, ~~upon~~or ~~the~~a ~~exercise~~combination of ~~the~~deficiencies, ~~Private~~in ~~Placement~~internal ~~Warrants~~control ~~and~~over ~~warrants~~financial reporting, such that ~~may~~there beis ~~issued~~a ~~upon~~reasonable ~~conversion~~possibility that a material misstatement of ~~Working~~the ~~Capital~~Company’s ~~Loans~~annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and ~~upon~~accounting for certain ~~conversion~~complex financial instruments was not effectively designed or maintained. This material weakness resulted in the restatement of the ~~Founder~~Company’s audited ~~Shares)~~balance sheet as of August 25, ~~are~~2020 ~~entitled~~and toits ~~registration~~interim ~~rights~~consolidated ~~pursuant~~financial tostatements aand ~~registration~~Notes ~~rights~~as ~~agreement.~~reported ~~These~~in ~~holders~~its ~~will~~SEC filings befor ~~entitled~~the toquarters ~~certain~~ended ~~demand~~September 30, 2020, March 31, 2021 and ~~“piggyback”~~June ~~registration~~30, ~~rights~~2021. WeIn ~~will~~light ~~bear~~of ~~the~~this ~~expenses~~material ~~incurred~~weakness, we performed additional analysis as deemed necessary to ensure that our unaudited condensed consolidated financial statements were prepared in ~~connection~~accordance with GAAP. Accordingly, management believes that the unaudited condensed consolidated financial statements included in this Quarterly Report ~~filing~~on Form 10-Q present fairly in all material respects our financial position, results of ~~any~~operations ~~such~~and ~~registration~~cash ~~statements~~flows for the periods presented.

~~Underwriting~~We do ~~Agreement~~not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~The underwriters were entitled to an underwriting~~Changes ~~discount of $0.20 per unit, or $4.0 million~~ in ~~the~~Internal ~~aggregate,~~Control ~~paid~~over ~~upon~~Financial the closing of the Initial Public Offering. In addition, $0.35 per unit, or $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.Reporting

~~Administrative~~During the ~~Services~~most ~~Agreement~~recent fiscal quarter ended March 31, 2022, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except for the below.

~~Commencing~~The Chief onExecutive ~~the~~Officer ~~date~~and ~~that~~Chief ~~our~~Financial ~~securities~~Officer ~~were first~~performed ~~listed~~additional onaccounting ~~the~~and ~~New~~financial ~~York~~analyses ~~Stock Exchange~~ and ~~continuing~~other ~~until~~post-closing ~~the~~procedures including ~~earlier~~consulting ofwith ~~the~~subject ~~consummation~~matter ofexperts arelated ~~Business~~to ~~Combination~~the oraccounting ~~our~~for ~~liquidation, we~~certain ~~agreed~~complex tofeatures ~~pay~~of the ~~Sponsor~~Class aA ~~total~~common ofstock ~~$15,000~~and warrants. ~~per~~The ~~month~~Company’s ~~for~~management ~~office~~has ~~space~~expended, ~~utilities, secretarial~~ and ~~administrative~~will ~~support~~continue ~~services provided~~ to ~~members~~expend, ofa ~~our~~substantial ~~management~~amount ~~team.~~of Weeffort ~~incurred $45,000, $135,000,~~ and ~~$15,000~~resources for ~~such services for~~ the ~~three-~~remediation and ~~nine-month periods~~improvement ~~ended~~of ~~September~~our ~~30,~~internal ~~2021,~~control ~~and~~over ~~for~~financial ~~the~~reporting. ~~period~~While ~~from~~we ~~June~~have 4,processes ~~2020~~to ~~(inception)~~properly ~~through~~identify ~~September~~and ~~30,~~evaluate the ~~2020,~~appropriate ~~respectively,~~accounting ~~included as~~technical ~~general~~pronouncements and ~~administrative~~other ~~expenses~~literature -for ~~related~~all ~~parties~~significant onor ~~the~~unusual ~~condensed~~transactions, ~~consolidated~~we ~~statement~~have ofexpanded and ~~operations.~~will Atcontinue ~~September~~to ~~30,~~improve ~~2021, $15,000~~these ~~was~~processes ~~included~~to asensure ~~prepaid~~that ~~expenses on~~ the ~~unaudited~~nuances ~~condensed~~of ~~consolidated~~such ~~balance~~transactions ~~sheets.~~are Ateffectively ~~December~~evaluated ~~31,~~in ~~2020,~~the ~~there were no prepaid~~context orof ~~accrued expenses on~~ the ~~unaudited~~increasingly ~~condensed~~complex ~~consolidated~~accounting ~~balance sheets~~standards.

The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities performed on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.25

~~Critical~~PART II-OTHER ~~Accounting Policies~~INFORMATION

~~Investments~~Item 1. ~~Held~~Legal ~~in the Trust Account~~Proceedings

~~Our portfolio of investments is comprised of U~~None.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~Derivative~~Item 1A. ~~Warrant~~Risk ~~Liabilities~~Factors

WeFactors that docould ~~not~~cause ~~use~~our ~~derivative~~actual ~~instruments~~results to ~~hedge exposures~~differ tomaterially ~~cash~~from ~~flow,~~those ~~market,~~in orthis ~~foreign~~Quarterly ~~currency~~Report are any of the risks. Wedescribed ~~evaluate~~in our ~~financial~~Form 10-K ~~instruments,~~filed ~~including~~with ~~issued~~the ~~stock~~SEC ~~purchase~~on ~~warrants~~March 31, to ~~determine~~2022. ifAny ~~such~~of ~~instruments~~these ~~are~~factors ~~derivatives~~could result in a significant or ~~contain~~material ~~features~~adverse ~~that~~effect ~~qualify~~on asour ~~embedded~~results of ~~derivatives,~~operations ~~pursuant~~or ~~ASC~~financial ~~480~~condition. ~~and~~Additional ~~FASB~~risk ~~ASC Topic~~factors ~~815,~~not ~~Derivatives~~presently ~~and~~known ~~Hedging~~to ~~(“ASC~~us ~~815”),~~or ~~paragraph~~that 15we ~~Embedded~~currently ~~Derivatives~~deem ~~(“ASC~~immaterial ~~815-15”).~~may also ~~The~~impair ~~classification~~our business or results of ~~derivative~~operations. ~~instruments~~As of the date of this Quarterly Report, ~~including~~there ~~whether~~have ~~such~~been ~~instruments~~no ~~should~~material bechanges ~~recorded~~to asthe ~~liabilities~~risk factors ordisclosed asin ~~equity,~~our isForm re10-~~assessed at~~K filed with the ~~end~~SEC ofon ~~each~~March ~~reporting~~31, ~~period~~2022, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~The warrants issued in connection with the Initial~~Item Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815, paragraph 40, Contracts in Entity’s Own Equity (“ASC 815-40”)2. ~~Accordingly,~~Unregistered weSales recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of ~~operations.~~Equity ~~The~~Securities ~~fair value of the Public Warrants issued in connection with the Public Offering~~ and ~~Private~~Use ~~Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value~~ of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.Proceeds

25None.

~~Class~~Item 3. ADefaults ~~Common~~Upon ~~Stock~~Senior ~~Subject to Possible Redemption~~Securities

~~We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity~~None.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 20,000,000 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of our condensed consolidated balance sheet.

~~Effective with the closing of the Initial Public~~Item ~~Offering,~~4. weMine ~~recognized~~Safety ~~the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.~~Disclosures

~~Net Income (Loss) Per Common Share~~Not applicable.

~~We comply with accounting and disclosure requirements~~Item ~~of FASB ASC Topic 260, “Earnings Per Share~~5.” WeOther have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.Information

We did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 16,000,000 shares of common stock in the calculation of diluted income (loss) per share because their exercise is contingent upon future events and since their inclusion would be anti-dilutive under the treasury stock methodNone. As a result, diluted net loss per share is the same as basic net loss per share for the three months ended September 30, 2021, and 2020, and for the nine months ended September 30, 2021, and the period from June 4, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~Recent~~Item 6. ~~Issued Accounting Standards~~Exhibits.

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ~~ASU also~~ ~~removes~~following ~~certain~~exhibits ~~settlement conditions that~~ are ~~required~~filed ~~for~~as ~~equity-linked~~part ~~contracts to qualify for the derivative scope exception~~of, ~~and it~~or ~~simplifies~~incorporated ~~the~~by ~~diluted~~reference ~~earnings per share calculation in certain areas. The guidance may be early adopted for fiscal years beginning after December 15~~into, ~~2020, and interim periods within those fiscal years. We are currently evaluating the impact of~~ this ~~standard~~Quarterly Report on ~~its condensed~~Form ~~consolidated financial statements and related disclosures~~10-Q.

Our management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on our financial statements.

Exhibit Number		Description
10.1*		Convertible Promissory Note, dated December 14, 2021, by and between FAST Acquisition Corp. and Golden Nugget, LLC.
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2**		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Off-Balance Sheet Arrangements

*	Filed herewith.
**	These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

~~As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.~~26

~~JOBS Act~~SIGNATURES

~~The JOBS Act contains provisions that, among other~~Pursuant ~~things,~~to ~~relax~~the ~~certain reporting~~ requirements ~~for~~of ~~qualifying public companies. We qualify as an “emerging growth company” and under~~ the ~~JOBS~~Securities Exchange Act ~~are~~of ~~allowed~~1934, ~~to comply with new or revised accounting pronouncements based on~~ the ~~effective~~registrant ~~date~~has ~~for~~duly ~~private~~caused ~~(not~~this ~~publicly traded)~~report ~~companies. We are electing~~ to ~~delay~~be ~~the~~signed ~~adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards~~ on ~~the~~its ~~relevant~~behalf ~~dates on which adoption of such standards is required for non-emerging growth companies.~~by ~~As a result,~~ the ~~financial~~undersigned ~~statements~~thereunto ~~may~~duly ~~not~~authorized beon ~~comparable~~this to13th ~~companies~~day ~~that comply with new or revised accounting pronouncements as~~ of ~~public~~May ~~company effective dates~~2022.

~~Additionally,~~FAST weACQUISITION ~~are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act~~CORP. ~~Subject~~By: ~~to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’~~/s/ ~~attestation~~Sandy ~~report~~Beall onName: ~~our~~Sandy ~~system~~Beall ofTitle: ~~internal~~Chief ~~controls~~Executive over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.Officer

26By: /s/ Garrett Schreiber Name: Garrett Schreiber Title: Chief Financial Officer

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~27

~~We are a smaller reporting company as defined~~ ~~by Rule 12b~~ false -~~2 of the Exchange Act and are not required to provide the information otherwise required under this item.~~-12-31 FY 0001815737 0001815737 2021-04-01 2022-03-31 0001815737 us-gaap:CommonClassAMember 2022-05-13 0001815737 us-gaap:CommonClassBMember 2022-05-13 0001815737 2022-03-31 0001815737 2021-12-31 0001815737 us-gaap:CommonClassAMember 2022-03-31 0001815737 us-gaap:CommonClassAMember 2021-12-31 0001815737 us-gaap:CommonClassBMember 2022-03-31 0001815737 us-gaap:CommonClassBMember 2021-12-31 0001815737 2022-01-01 2022-03-31 0001815737 2021-01-01 2021-03-31 0001815737 us-gaap:CommonClassAMember 2022-01-01 2022-03-31 0001815737 us-gaap:CommonClassAMember 2021-01-01 2021-03-31 0001815737 us-gaap:CommonClassBMember 2022-01-01 2022-03-31 0001815737 us-gaap:CommonClassBMember 2021-01-01 2021-03-31 0001815737 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001815737 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001815737 us-gaap:RetainedEarningsUnappropriatedMember 2021-12-31 0001815737 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001815737 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001815737 us-gaap:RetainedEarningsUnappropriatedMember 2022-01-01 2022-03-31 0001815737 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-03-31 0001815737 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001815737 us-gaap:RetainedEarningsUnappropriatedMember 2022-03-31 0001815737 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-12-31 0001815737 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001815737 us-gaap:RetainedEarningsUnappropriatedMember 2020-12-31 0001815737 2020-12-31 0001815737 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001815737 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001815737 us-gaap:RetainedEarningsUnappropriatedMember 2021-01-01 2021-03-31 0001815737 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-03-31 0001815737 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001815737 us-gaap:RetainedEarningsUnappropriatedMember 2021-03-31 0001815737 2021-03-31 0001815737 us-gaap:IPOMember 2020-08-01 2020-08-25 0001815737 us-gaap:IPOMember 2020-08-25 0001815737 2020-08-01 2020-08-25 0001815737 fst:PrivatePlacementWarrantMember 2022-01-01 2022-03-31 0001815737 us-gaap:CommonClassAMember fst:PrivatePlacementWarrantMember 2022-03-31 0001815737 fst:PrivatePlacementWarrantMember 2022-03-31 0001815737 us-gaap:PrivatePlacementMember 2022-01-01 2022-03-31 0001815737 us-gaap:PrivatePlacementMember 2022-03-31 0001815737 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2022-03-31 0001815737 us-gaap:IPOMember 2022-01-01 2022-03-31 0001815737 2021-12-01 2021-12-31 0001815737 fst:ProposedPublicOfferingMember 2022-01-01 2022-03-31 0001815737 fst:ConvertiblePromissoryNoteMember 2022-01-01 2022-03-31 0001815737 fst:ConvertiblePromissoryNoteMember 2022-03-31 0001815737 us-gaap:WarrantMember 2022-01-01 2022-03-31 0001815737 us-gaap:CommonClassAMember us-gaap:IPOMember 2022-01-01 2022-03-31 0001815737 us-gaap:CommonClassBMember 2020-06-01 2020-06-19 0001815737 us-gaap:CommonClassBMember 2020-06-19 0001815737 us-gaap:CommonClassBMember 2020-08-04 0001815737 2020-08-04 2020-08-04 0001815737 2020-10-01 2020-10-09 0001815737 fst:UnderwritingAgreementMember 2022-01-01 2022-03-31 0001815737 2021-01-01 2021-12-31 0001815737 us-gaap:CommonClassAMember us-gaap:WarrantMember 2022-01-01 2022-03-31 0001815737 us-gaap:FairValueInputsLevel1Member 2022-03-31 0001815737 us-gaap:FairValueInputsLevel2Member 2022-03-31 0001815737 us-gaap:FairValueInputsLevel3Member 2022-03-31 0001815737 us-gaap:FairValueInputsLevel1Member 2021-12-31 0001815737 us-gaap:FairValueInputsLevel2Member 2021-12-31 0001815737 us-gaap:FairValueInputsLevel3Member 2021-12-31 0001815737 fst:ConvertiblePromissoryNoteMember 2021-12-31 0001815737 fst:ConvertiblePromissoryNoteMember 2021-01-01 2021-12-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of September 30, 2021, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex features of the Class A common stock and warrants issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s balance sheet as of August 25, 2020, its financial statements for the period ended December 31, 2020 and its interim financial statements for the quarters ended September 30, 2020, March 31, 2021 and June 30, 2021.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the below.

The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A common stock and warrants. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Form 10-K/A filed with the SEC on November 18, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Form 10-K/A filed with the SEC on November 18, 2021, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit Number		Description
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2**		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 18th day of November 2021.

FAST ACQUISITION CORP. By: /s/ Sandy Beall Name: Sandy Beall Title: Chief Executive Officer

By: /s/ Garrett Schreiber Name: Garrett Schreiber Title: Chief Financial Officer

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