UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 2526, 2023

FAST Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Delaware		001-40214		86-1258014
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

109 Old Branchville Road

Ridgefield, CT 06877

(Address of principal executive offices, including zip code)

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

Not Applicable

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

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

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-quarter of one redeemable warrant	FZT.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	FZT	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	FZT WS	The New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On September 2526, 2023, FAST Acquisition Corp. II, a Delaware corporation (~~“FAST~~the II“Company”), ~~notified~~held ~~the~~a ~~New~~special ~~York~~meeting ~~Stock~~of ~~Exchange~~stockholders (the “~~NYSE~~Special Meeting”) ofin virtual ~~FAST~~format. ~~II’s~~At ~~intent~~the toSpecial ~~delist its units~~Meeting, ~~Class A~~a ~~common~~total ~~stock~~of ~~and~~10,363,268 ~~public~~(or ~~warrants~~81.64%) ~~from~~of ~~NYSE~~the inCompany’s ~~connection~~issued ~~with~~and ~~the~~outstanding ~~closing~~shares of ~~its proposed business combination (the “Business~~Class ~~Combination”).~~A Ascommon ~~part~~stock ofand ~~the~~Class ~~Business~~B ~~Combination,~~common ~~FAST~~stock IIheld ~~will~~of ~~merge~~record ~~with~~as ~~and~~of ~~into~~August ~~Falcon’s~~21, ~~Beyond Global~~2023, ~~Inc.~~the ~~(“Pubco”). It~~record isdate ~~expected~~for ~~that, following~~ the ~~Business~~Special ~~Combination~~Meeting, ~~Pubco’s~~were ~~Class~~present Aor represented ~~Common~~by ~~Stock~~proxy, ~~Series~~which Aconstituted ~~Preferred~~a ~~Stock~~quorum. ~~and~~The ~~redeemable~~Company’s ~~warrants will~~stockholders bevoted ~~listed~~ on ~~Nasdaq. Following~~ the ~~closing,~~following ~~and~~proposals noat ~~earlier~~the ~~than~~Special ~~October 5~~Meeting, each ~~2023,~~of ~~the~~which ~~units,~~was ~~Class~~approved. AThe ~~common~~final ~~stock,~~vote ~~and~~tabulation ~~public~~for ~~warrants of~~each ~~FAST~~proposal IIis ~~will~~set ~~cease~~forth ~~trading on NYSE and be delisted~~below.

~~Item~~1. The Business Combination Proposal – Proposal to approve the Amended and Restated Agreement and Plan of Merger, dated as of January 31, 2023, as amended by the First Amendment, dated as of June 25, 2023, the Second Amendment, dated as of July 7~~.01~~, ~~Regulation~~2023, FDand ~~Disclosure~~the Third Amendment, dated as of September 1, 2023 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Falcon’s Beyond Global, LLC, a Florida limited liability company (“FBG”), Falcon’s Beyond Global, Inc., a Delaware corporation and a wholly owned subsidiary of FBG (“Pubco”), and Palm Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”), and the transactions contemplated by the Merger Agreement, pursuant to which (a) the Company will merge with and into Pubco (the “SPAC Merger”), with Pubco surviving as the sole owner of Merger Sub, followed by a contribution by Pubco of all of its cash (except for cash required to pay certain transaction expenses) to Merger Sub to effectuate the “UP-C” structure; and (b) on the date immediately following the SPAC Merger, Merger Sub will merge with and into FBG (the “Acquisition Merger,” and collectively with the SPAC Merger, the “Business Combination”), with FBG as the surviving entity of such merger:

On September 25, 2023, FAST II issued a press release reminding shareholders to vote “FOR” the Business Combination. The press release also noted the pending delisting of FAST II’s units, Class A common stock and public warrants from NYSE in connection with the Business Combination. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

For		Against		Abstained
9,733,996		629,272		0

~~Additional~~2. ~~Information~~The Pubco Organizational Documents Advisory Proposals – The following proposals to approve the material differences between the Company’s certificate of incorporation and ~~Where~~bylaws and the certificate of incorporation and bylaws of Pubco to ~~Find~~be Itadopted by Pubco in connection with the SPAC Merger, each of which was voted on separately on a non-binding advisory basis:

~~In connection with the proposed business combination, Pubco has filed with the U~~A.S. ~~Securities~~Authorized ~~and~~Capital ~~Exchange~~Stock ~~Commission~~– ~~(the~~Proposal ~~“SEC”)~~to aapprove ~~registration~~authorized ~~statement~~capital onstock ~~Form S-4 (File No: 333-269778) (the “Registration Statement”), which includes a document that serves as a joint prospectus~~ of Pubco ~~and proxy statement~~ of ~~FAST II~~500,000,000 ~~referred~~shares toof asPubco’s aClass ~~proxy statement/prospectus.~~ A ~~proxy~~common ~~statement/prospectus has been sent to all FAST II shareholders as of the record date. BEFORE MAKING ANY VOTING DECISION~~stock, ~~INVESTORS~~par ~~AND~~value SECURITY HOLDERS OF FAST II ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION$0.0001 ~~Stockholders~~per ~~can~~share ~~obtain~~(“Pubco ~~copies~~Class ofA ~~the proxy~~Common ~~statement/prospectus~~Stock”), ~~any amendments or supplements thereto~~150, ~~and other documents filed with the SEC~~000,000 ~~without~~shares ~~charge,~~of ~~at the SEC~~Pubco’s ~~web~~ ~~site~~Class atB ~~sec.gov~~common stock, orpar byvalue ~~directing~~$0.0001 aper ~~request~~share ~~to:~~(“Pubco ~~FAST~~Class ~~Acquisition~~B ~~Corp.~~Common IIStock”), ~~109~~and ~~Old Branchville Road~~30, ~~Ridgefield~~000,000 CTshares ~~06877,~~of ~~Attention: Chief~~preferred ~~Financial Officer, (201) 956-1969.~~stock:

Participants in the Solicitations

For		Against		Abstained
8,896,994		1,466,274		0

~~FAST~~B. IIRemoval ~~and~~of ~~its~~Directors ~~directors~~– ~~and~~Proposal ~~executive~~to ~~officers may~~approve bea ~~deemed~~provision ~~participants~~that inany ~~the~~or ~~solicitation~~all of ~~proxies~~the ~~from~~directors ~~FAST~~of ~~II’s~~Pubco ~~stockholders~~may ~~with~~be ~~respect~~removed tofrom ~~the~~office ~~proposed~~at ~~business~~any ~~combination. A~~time, ~~list~~but ofonly ~~the~~for ~~names~~cause ofand ~~those~~only ~~directors~~by ~~and~~the ~~executive~~affirmative ~~officers~~vote ~~and~~of aholders ~~description~~ of ~~their~~66 ~~interests~~2/3% inof ~~FAST~~the IIvoting ispower ~~contained~~of inall ~~the~~then-outstanding ~~Registration Statement,~~shares ~~which~~of ~~was~~capital ~~filed~~stock ~~with~~of ~~the~~Pubco ~~SEC~~entitled ~~and~~to isvote ~~available~~generally ~~free~~in the election of ~~charge~~directors, atvoting ~~the~~together ~~SEC’s~~as ~~website~~a ~~at www.sec.gov.~~single class:

Falcon’s Beyond Global, LLC (the “Company”) and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of FAST II in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination is included in the Registration Statement, which was filed with the SEC and is available free of charge at the SEC’s website at www.sec.gov.

For		Against		Abstained
8,896,995		1,466,273		0

NoC. ~~Offer~~DGCL or203 ~~Solicitation~~Opt Out and Replacement – Proposal to approve a provision that Pubco will not be governed by Section 203 of the Delaware General Corporation Law, and instead, include a provision that is substantially similar to Section 203, but excludes certain parties from the definition of “interested stockholder”:

This communication is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 the Securities Act of 1933, as amended, or an exemption therefrom.

For		Against		Abstained
8,896,994		1,466,274		0

~~Caution About Forward-Looking Statements~~1

~~This~~D. ~~communication~~Stockholder ~~includes~~Action ~~certain~~by ~~statements~~ Written Consent – Proposal to approve a provision that ~~are~~any ~~not~~action ~~historical~~required ~~facts~~or ~~but~~permitted ~~are~~to ~~forward-looking~~be ~~statements~~taken ~~for~~by ~~purposes~~the stockholders of ~~the~~Pubco ~~safe~~must ~~harbor~~be ~~provisions~~effected ~~under~~by ~~the~~a ~~United~~duly ~~States~~called ~~Private Securities~~annual ~~Litigation~~or ~~Reform~~special ~~Act~~meeting of ~~1995.~~such ~~Forward-looking~~stockholders ~~statements~~and ~~generally~~may ~~are~~not ~~accompanied~~be effected by ~~words~~written ~~such~~consent asof ~~“believe,” “may,”~~the ~~“will~~stockholders,” ~~“estimate,”~~provided ~~“continue,”~~that ~~“anticipate,”~~for ~~“intend,” “expect,”~~so ~~“should,”~~long ~~“would,”~~as ~~“plan,”~~holders ~~“predict,”~~of ~~“potential,”~~Pubco ~~“seem,” “seek,”~~Class ~~“future,”~~B ~~“outlook,”~~Common ~~and~~Stock ~~similar~~own ~~expressions~~a ~~that~~majority ~~predict~~of orthe ~~indicate~~total ~~future~~voting ~~events~~power orof ~~trends~~ stock entitled to vote generally in the election of directors, any action required or ~~that~~permitted ~~are~~to ~~not~~be ~~statements~~taken by stockholders may be taken by written consent in lieu of ~~historical~~a ~~matters.~~ meeting:

For		Against		Abstained
8,886,995		1,466,273		10,000

~~These~~E. ~~forward-looking~~Special ~~statements~~Meetings ~~include,~~of ~~but are~~Stockholders ~~not~~– ~~limited~~Proposal to, ~~the~~approve ~~expectation~~a provision that ~~the~~special ~~proposed~~meetings ~~transaction will occur and Pubco will be listed on Nasdaq. These statements are based on various assumptions and on the current expectations~~ of ~~the Company,~~ Pubco ~~and~~stockholders ~~FAST~~may IIbe ~~and~~called ~~are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes~~ only ~~and are not intended to serve as and should not be relied on~~ by ~~an investor~~ or ~~others~~at as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the ~~control~~direction of ~~Falcon~~Pubco’s ~~Beyond~~board ~~and FAST II. These forward-looking statements are subject to a number~~ of ~~risks~~directors ~~and uncertainties, including, but not limited to, the likelihood of which could be adversely affected by~~ (~~1) changes in domestic and foreign business, market, financial, political, and legal conditions in general and in~~ the ~~entertainment industry in particular; (2) the outcome of any legal proceedings that may be instituted against FAST II, Falcon’s Beyond or~~ “Pubco ~~following the announcement of the proposed business combination; (3~~Board”) ~~the inability of the parties to successfully or timely consummate the proposed business combination~~, ~~including~~ the ~~risk~~chairperson ~~that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Falcon’s Beyond or the expected benefits~~ of the ~~proposed~~Pubco ~~transaction~~Board or ~~that~~ the ~~approval~~Chief ofExecutive ~~the~~Officer ~~requisite equity holders~~ of ~~FAST~~Pubco IIand ismay not ~~obtained;~~be ~~(4) the~~called ~~occurrence~~by of any ~~event~~stockholder, ~~change~~provided ~~or other circumstance~~ that ~~could~~for ~~give~~so ~~rise~~long toas the ~~termination~~holders of ~~the~~Pubco ~~merger~~Class ~~agreement;~~B ~~(5)~~Common ~~volatility in~~Stock ~~the~~own ~~price of FAST II’s or Falcon’s Beyond’s securities; (6) the risk that the proposed business combination disrupts current plans and operations as~~ a ~~result~~majority of the ~~announcement~~total ~~and~~voting ~~consummation~~power of ~~the~~stock ~~business~~entitled ~~combination;~~to ~~(7)~~vote ~~the~~generally ~~enforceability~~in ~~of Falcon’s Beyond’s intellectual property, including its patents, and~~ the ~~potential~~election ~~infringement on the intellectual property rights~~ of ~~others~~directors, ~~cyber~~ ~~security~~special ~~risks~~meetings or potential breaches of data security; (8) any failure to realize the anticipated benefits of the proposed transaction; (9) risks relating to the uncertainty of the projected financial information with respect to Falcon’s Beyond; (10) risks related to the rollout of Falcon’s Beyond’s business and the timing of expected business milestones; (11) the effects of competition on Falcon’s Beyond’s business; (12) the risk that the proposed business combination may ~~not~~ be ~~completed~~called by ~~FAST~~or ~~II’s~~at ~~business combination deadline; (13)~~ the ~~amount~~request of ~~redemption requests made by FAST II’s~~ stockholders; ~~(14)~~collectively ~~the~~holding ~~ability~~a ofmajority FAST II or Falcon’s Beyond to issue equity or equity-linked securities or obtain debt financing in connection with the proposed transaction or in the future; (15) and those factors discussed in the Registration Statement and FAST II’s Annual Report on Form 10-K for the year ended December 31, 2022 under the heading “Risk Factors” and other documents FAST II or Pubco has filed, or will file, with the SEC. If any of ~~these~~ ~~risks materialize or our assumptions prove incorrect, actual results could differ materially from~~ the ~~results~~total ~~implied~~voting bypower these forward-looking statements. There may be additional risks that neither FAST II nor Falcon’s Beyond presently know, or that FAST II or Falcon’s Beyond currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, the forward-looking statements reflect FAST II’s and Falcon’s Beyond’s expectations, plans, or forecasts of ~~future events~~stock ~~and~~entitled ~~views as of the date of this communication. FAST II and Falcon’s Beyond anticipate that subsequent events and developments will cause FAST II’s and Falcon’s Beyond’s assessments~~ to ~~change.~~vote ~~However,~~generally ~~while FAST II and Falcon’s Beyond may elect to update these forward-looking statements at some point~~ in the ~~future,~~election ~~FAST II and Falcon’s Beyond specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as a representation~~ of ~~FAST II’s and Falcon’s Beyond’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.~~directors:

Item 9.01. Financial Statements and Exhibits.

For		Against		Abstained
8,886,994		1,466,274		10,000

~~(d) Exhibits~~F. Amendment of the Charter – Proposal to approve a provision that amendment of the certificate of incorporation of Pubco following the closing of the Business Combination generally requires the approval of the Pubco Board and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class, with the exception of certain provisions that would require the affirmative vote of at least 66 2/3% of the total voting power of the then-outstanding shares of stock of Pubco entitled to vote thereon, voting as a single class;

Exhibit Number	Description
For	Against	Abstained
99.1	Press Release, dated September 25, 2023
9,733,996	629,272	0
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

G. Amendment of the Bylaws – Proposal to approve a provision expressly authorizing the Pubco Board to make, alter, amend or repeal the bylaws of Pubco (the “Pubco Bylaws”) by an affirmative vote of a majority of the Pubco Board. The Pubco Bylaws may also be adopted, amended, altered or repealed by the Pubco stockholders representing at least 66 2/3% of the voting power of all of the then-outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors:

SIGNATURE

For		Against		Abstained
9,733,995		629,273		0

~~Pursuant~~H. Provisions Related to ~~the~~Status ~~requirements of~~as ~~the~~Blank ~~Securities~~Check ~~Exchange~~Company ~~Act~~– ofProposal ~~1934,~~to approve the ~~registrant~~exclusion ~~has~~of ~~duly~~certain ~~caused~~provisions ~~this~~applicable ~~report~~only to beblank ~~signed~~check ~~on its behalf by the undersigned hereunto duly authorized.~~companies:

FAST ACQUISITION CORP. II By: /s/ Garrett Schreiber Name: Garrett Schreiber Title: Chief Financial Officer

For		Against		Abstained
9,732,996		629,272		1,000

~~Dated:~~As there were sufficient votes to approve the Business Combination Proposal, the “Adjournment Proposal” described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 2515, 2023 was not required and the Company did not call the vote on that proposal.

SIGNATURE

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 hereunto duly authorized.

FAST ACQUISITION CORP. II

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

Dated: September 26, 2023

Filing Compare · FAST Acquisition Corp. II