FAST Acquisition II filed an S-4 outlining its proposed merger with entertainment development company Falcon's Beyond, and called a March 3 meeting for shareholders to consider an extenion of up[ to seven months to complete the deal.
The proposal is for an initial three-month extension, with a board option to extend by four additional months.
In return, the SPAC is offering to contribute the lesser of $750,000 or 15 cents a share for each share that is not redeemed. In addition, for each month beyond the initial three-month extension, FAST II will contribute the lesser of $250,000 or 5 cents a share, for a total of up to $1.75 million or 15 cents a share.
FAST II also confirmed that it will not utilize any funds from its trust to pay an excise tax.
Falcon's Beyond's approximately $1 billion valuation will be comprised of the pro forma enterprise value of $620 million at the closing of the transaction and $400 million of consideration tied to positive business performance post-closing. At deal announcement in July the companies said “meaningful downside protection” has been built into the merger agreement with shareholder incentives.
FAST II raised $222 million in its March 2021 IPO.
Headquartered in Orlando, Falcon's Beyond is an entertainment development enterprise focusing on a 360° IP Expander model. The company brings its own proprietary and partner IPs to global markets through owned and operated theme parks, resorts, attractions, patented technologies, feature films, episodic series, consumer products, licensing and more. Read more.
Source: FAST Acquisition II Files S-4 on Falcon's Beyond Deal, Asks Shareholders for an Extension