FAST Acquisition (FST) S-4/ARegistration of securities issued in business combination transactions (amended)

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 7(a)(2)(B) of the Securities Act. ☐

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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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CALCULATION OF REGISTRATION FEE

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(1)   All securities being registered will be issued by FAST Merger Corp. (“FAST Merger Corp.”), a Texas corporation and wholly-owned subsidiary of FAST Acquisition Corp., a Delaware corporation (“FAST”). Prior to the consummation of the business combination described herein (the “Business Combination”), FAST intends to merge with and into FAST Merger Corp., with FAST Merger Corp. surviving the merger (the “reincorporation”). Upon consummation of the reincorporation and the Business Combination, FAST Merger Corp. will be renamed ‘‘           ” (referred to, both upon the reincorporation and subsequent to such change of name, as “New FEI”).

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(2)    The number of shares of Class A common stock, par value $0.0001 per share, of FAST Merger Corp. (“New FEI Class A common stock”), being registered represents: (i) 20,000,000 shares of Class A common stock, par value $0.0001 per share, of FAST (“FAST Class A common stock”) that were registered pursuant to FAST’s Registration Statement on Form S-1 (File No. 333-240333) and offered as part of the units sold by FAST in its initial public offering (the “public shares”) and (ii) 5,000,000 shares of New FEI Class A common stock representing 5,000,000 shares of Class B common stock of FAST, which will automatically convert into shares of FAST Class A common stock in connection with the Business Combination, in each case, which shares will be exchanged for shares of New FEI Class A common stock in connection with the reincorporation and the Business Combination.

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(3)    Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

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(4)    Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the FAST Class A common stock on the New York Stock Exchange on July 26, 2021, in accordance with Rule 457(f)(1).

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(5)    Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

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(6)    The number of warrants being registered represents (i) the number of warrants to acquire shares of FAST Class A common stock that were sold as part of the units in FAST’s initial public offering (the “public warrants”), plus (ii) an aggregate of 6,000,000 warrants to purchase shares of FAST Class A common stock that were issued in a private placement in connection with FAST’s initial public offering (collectively, the “warrants”). The warrants will automatically convert into warrants to acquire shares of New FEI Class A common stock in the reincorporation and the Business Combination.

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(7)    Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the public warrants on the New York Stock Exchange on July 26, 2021, in accordance with Rule 457(f)(1).

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

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approximately 96.9% of the voting power of the capital stock of New FEI on a fully-diluted basis (assuming no redemptions). The outstanding shares of New FEI Class B common stock 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 New FEI Class B common stock collectively held by Mr. Fertitta and other permitted transferees as of the effective date of the Business Combination.

This proxy statement/prospectus covers the following securities of New FEI to be issued in the reincorporation: (i) 25,000,000 shares of New FEI Class A common stock, representing (A) 20,000,000 currently issued and outstanding shares of FAST Class A common stock (the “public shares”), and (B) 5,000,000 shares of FAST Class A common stock that will be issued upon the conversion of 5,000,000 shares of FAST Class B common stock in accordance with the Current Charter and (ii) 16,000,000 warrants to purchase shares of FAST Class A common stock that will be converted into warrants to purchase shares of New FEI Class A common stock in connection with the Business Combination.

FAST’s units, shares of Class A common stock and public warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “FST.U,” “FST” and “FST WS,” respectively. FAST intends to apply to continue the listing of the shares of New FEI Class A common stock and public warrants effective upon the consummation of the Business Combination on the NYSE under the proposed symbols “         ” and “         ,” respectively.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page [40] of this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus, passed upon the fairness of the Merger Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated            , 2021, and is first being mailed to FAST stockholders on or about            , 2021.

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FAST ACQUISITION CORP.

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109 Old Branchville Rd.

Ridgefield, CT 06877

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON           , 2021

TO THE STOCKHOLDERS OF FAST ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting (the “special meeting”) of stockholders of FAST Acquisition Corp., a Delaware corporation (“FAST,” the “Company,” “we,” “us” or “our”), will be held at                 , Eastern Time, on                 , 2021, in virtual format (the “special meeting”). In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, we have determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance while safeguarding the health and safety of our stockholders, directors and management team. You are cordially invited to attend the special meeting online by visiting                 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement.

At the special meeting, you will be asked to consider and vote on proposals to:

Reincorporation Proposal, the Charter Proposal, the Stock Issuance Proposal and the Director Election Proposal, the “condition precedent proposals”);

The record date for the special meeting is                 , 2021. Only holders of record of shares of FAST’s Class A common stock and Class B common stock (collectively, “FAST common stock”) at the close of business on                 , 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 40.

After careful consideration, FAST’s board of directors has determined that each of (i) the Merger and the adoption and approval of the Merger Agreement (the “Business Combination Proposal”), (ii) approval of the TX Merger (the “Reincorporation Proposal”), (iii) adoption and approval of the Proposed Charter (the “Charter Proposal”), (iv) to the extent required by NYSE listing rules, approval of the merger consideration and the FAST Class A common stock to be issued pursuant to the subscription agreements for the private placement of FAST Class A common stock to be consummated immediately prior to the consummation of the Merger (the “Stock Issuance Proposal”), (v) the election of each of the director nominees (the “Director Election Proposal”), (vi) the approval and adoption of the 2021 Plan (the “Incentive Award Plan Proposal”) and (vii) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (the “Adjournment Proposal”, and together with the Business Combination Proposal, the Reincorporation Proposal, the Stock Issuance Proposal, the Director Election Proposal and the Incentive Award Plan Proposal, the “Proposals”), are in the best interests of FAST and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals and “FOR” each director nominee.

The existence of financial and personal interests of FAST’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of FAST and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of FAST’s Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.

Under the Merger Agreement, the approval of each of the condition precedent proposals is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal.

In connection with our initial public offering (our “IPO”), our initial stockholders (consisting of FAST Sponsor, LLC, a Delaware limited liability company (our “Sponsor”)) and our directors at the time of our IPO entered into a letter agreement to vote their shares of FAST Class B common stock purchased prior to our IPO (the “founder shares”), as well as any shares of FAST Class A common stock sold as part of the units by us in our IPO (the “public shares”) purchased by them during or after our IPO, in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, our initial stockholders own approximately 20% of our total outstanding common stock.

Pursuant to FAST’s Current Charter, a holder of public shares (a “public stockholder”) may request that FAST redeem all or a portion of its public shares (which would become shares of New FEI Class A common stock in the Business Combination) for cash if

the Business Combination is consummated. As a public stockholder, you will be entitled to receive cash for any public shares to be redeemed only if you:

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our IPO (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing (as defined below). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that FAST instruct its transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Under the Merger Agreement, FAST has agreed to combine with FEI for aggregate consideration in the form of shares of New FEI Class B common stock valued at approximately $3.84 billion (subject to adjustment as described in the Merger Agreement) based on (1) proceeds available from the trust account, after giving effect to any and all redemptions, and (2) proceeds from the Private Placement. Such consideration will be paid to Mr. 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 of New FEI. 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, (ii) the difference between the number of shares of common stock of Golden Nugget Online Gaming, Inc. ("GNOG") held by FEI at the Closing and the 31,494,175 shares of GNOG common stock held by FEI at the date of execution of the amendment to the Merger Agreement multiplied by the reference price of $13.00 per share and (iii) (x) the difference between the 60 day average closing stock price of a share of common stock of GNOG as of the day prior to the Closing and $13.00 multiplied by (y) 31,494,175 shares of GNOG common stock held by FEI as of the execution of the amendment to the Merger Agreement (subject to adjustment by reason of dividend, subdivision, reclassification, recapitalization, split, combination of exchange of shares, the issuance of shares to FEI or certain of its subsidiaries in connection with interest payments paid on any indebtedness of GNOG, or any other similar event between the date of the Merger Agreement and Closing). Based on FEI’s net debt as of June 30, 2021 of $4.1 billion, 31,657,545 shares of GNOG common stock held by FEI as of September 14, 2021 and the GNOG share price of $15.76, the 60-day average as of September 14, 2021, 447.5 million shares of New FEI Class B common stock would be issued to Mr. Fertitta as of the Closing Date, representing an aggregate value of approximately $4.47 billion. A sensitivity analysis on the consideration transferred has been performed to assess the effect that a hypothetical 10% change in the GNOG stock trading price would have on the merger

consideration. A 10% change in GNOG’s common stock trading price would cause a corresponding increase/decrease to total consideration of approximately $49.6 million, in each of the no redemption and maximum redemption scenarios described herein.

In addition, in connection with the Business Combination, FEI will complete an internal reorganization and distributions whereby certain FEI subsidiaries, assets and businesses that are not intended to be part of the Business Combination will be separated from FEI and distributed to Mr. Fertitta pursuant to a separation and distribution agreement (as described under “Certain Relationships and Related Party Transactions  —  Separation Agreement”) (the transactions occurring pursuant to such agreement, the “Spin-Off”) and a split-off agreement (as described under “Certain Relationships and Related Party Transactions — Split-Off Agreement”) (the transactions occurring pursuant to such agreement, the “Split-Off” and, together with the Spin-Off, the “Restructuring”).

The Closing of the Business Combination is subject to certain conditions, including, among other things, (i) approval by the shareholders of FEI and FAST’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) FAST having at least $5,000,001 of net tangible assets at the Closing, (v) the receipt by FEI of certain tax opinions regarding aspects of the Business Combination and the Restructuring, and (vi) the effectiveness of the Registration Statement (as defined in the Merger Agreement) 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 Business Combination. There can be no assurance when or if the required regulatory approvals will be obtained. Further, following the stockholder vote to approve the Business Combination, there could be a delay for a period of time, which period may be significant, in receiving the required regulatory approvals. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the special meeting and payment of the redemption price.

In connection with FAST’s entrance into the Original Merger Agreement, FAST entered into subscription agreements (the “Subscription Agreements”), each dated as of February 1, 2021, with certain institutional investors, including, Jefferies (with respect to 2,500,000 shares of Class A common stock) and Mr. Fertitta (with respect to 5,606,656 shares of Class A common stock) (the “PIPE Investors”), pursuant to which, among other things, FAST agreed to issue and sell, in private placements to close immediately prior to the Closing, an aggregate of 124,000,000 shares of its Class A common stock for $10.00 per share, including 48,970,200 shares of Class A common stock to be issued upon the surrender of $489,702,000 aggregate principal amount of indebtedness of FEI at Closing. Subsequent to such date, Jefferies entered into agreements to assume the obligation to purchase an additional 6,820,000 shares from certain PIPE Investors. The Subscription Agreements contain customary representations, warranties, covenants and agreements of FAST and the PIPE Investors and are subject to customary closing conditions (including, without limitation, that there is no amendment or modification to the Merger Agreement that is material and adverse to the PIPE Investor) and termination rights (including a termination right if the transaction contemplated by the Subscription Agreement has not been consummated by February 1, 2022).

In connection with FAST’s entrance into the Original Merger Agreement, it also entered into a Sponsor Agreement (the “Sponsor Agreement”) with FEI, the Sponsor and certain officers and the members of FAST’s board of directors (the “FAST Insiders”), pursuant to which, among other things, the FAST Insiders agreed to vote any of FAST’s shares of common stock held by them in favor of the Business Combination and to not redeem any such shares at the special meeting of stockholders to be held in connection with the Business Combination. In addition, the FAST Insiders agreed to not transfer (i) any of the founder shares held by them for one year after the Closing, subject to certain permitted transfers and a potential early release of such restrictions as set forth therein, and (ii) any private placement warrants or any shares of Class A common stock issued or issuable upon exercise thereof until 30 days after the Closing.

In addition, the Sponsor agreed to surrender and forfeit 2,000,000 founder shares for no consideration. The Sponsor Agreement amends and restates that certain letter, dated as of August 20, 2020 between FAST and the FAST Insiders that was entered into in connection with the FAST’s initial public offering.

In connection with FAST’s entrance into the Original Merger Agreement, it also entered into a Stockholders Agreement (the “Stockholders Agreement”) substantially in the form attached to the Merger Agreement with Mr. Fertitta, FAST Merger Corp. and FAST Sponsor, LLC (the “Sponsor”), pursuant to which, among other things, (i) Mr. Fertitta and the Sponsor will have the right to nominate seven and one director(s), respectively, to the board of directors of New FEI.

In connection with the FAST’s entrance into the Original Merger Agreement, it also entered into an Amended and Restated Registration Rights Agreement (the “A&R RRA”) with Mr. Fertitta, the Sponsor and FAST Merger Corp., which, among other things,

amends and restates the registration rights agreement entered into by and among the FAST, the FAST’s initial directors and officers and the Sponsor at the time of FAST’s initial public offering. Pursuant to the terms of the A&R RRA, among other things, New FEI will be obligated to file, not later than 30 days after the Closing, a registration statement covering the shares of Class A common stock issuable to Mr. Fertitta upon the conversion of the shares of Class B common stock of New FEI that Mr. Fertitta received in the Business Combination.

Subject to approval by FAST stockholders of the Business Combination Proposal, the Reincorporation Proposal and the Charter Proposal, New FEI will adopt a dual class stock structure comprised of Class A common stock, which will carry one vote per share, and Class B common stock, which will carry 10 votes per share. Upon the Closing, all stockholders of New FEI will hold only shares of New FEI Class A common stock, except for Mr. Fertitta, who will hold shares of New FEI Class B common stock. Immediately following the Closing, and by virtue of his holdings of New FEI Class B common stock, Mr. Fertitta is expected to hold approximately 96.9% of the voting power of New FEI on a fully diluted basis (assuming no redemptions).

All FAST stockholders are cordially invited to attend the Special Meeting, which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of FAST common stock, you may also cast your vote at the Special Meeting electronically by visiting                 . If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on certain proposals because such action would not count as a vote cast at the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-500, or by emailing FST.info@investor.morrowsodali.com. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at      .

Thank you for your participation. We look forward to your continued support.

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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF FAST CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF FAST CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF FAST CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE MERGER IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

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TABLE OF CONTENTS

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ADDITIONAL INFORMATION

If you have questions about the Business Combination or the Special Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus, proxy card or other documents incorporated by reference in the proxy statement/prospectus, you may contact FAST’s proxy solicitor listed below. You will not be charged for any of the documents you request.

Morrow Sodali LLC

470 West Avenue, Suite 3000

Stamford, CT 06902

Tel: (800) 662-5200

E-mail: FST.info@investor.morrowsodali.com

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on           , 2021, you must request the information no later than four business days prior to the date of the Special Meeting, by           , 2021.

For a more detailed description of the information incorporated by reference in the enclosed proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” of the enclosed proxy statement/prospectus.

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TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ^® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “FAST” refer to FAST Acquisition Corp., and the terms “New FEI,” “combined company” and “post-combination company” refer to FAST Merger Corp. and its subsidiaries, including FEI and its subsidiaries, following the consummation of the Business Combination.

In this document:

“2021 Plan” means the Fertitta Entertainment, Inc. 2021 Incentive Award Plan.

“Adjournment Proposal” means the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

“Advisory Charter Proposals” means the proposal to approve, on a non-binding advisory basis, certain differences between the Current Charter and the Proposed Charter.

“ASC 815” means the Accounting Standards Codification 815, Derivatives and Hedging.

“Business Combination” means the transactions contemplated by the Merger Agreement.

“Business Combination Proposal” means the proposal to approve the Merger Agreement.

“Charter Proposal” means the proposal to approve, assuming each of the Business Combination Proposal and the Reincorporation Proposal is approved and adopted, the Proposed Charter of New FEI in connection with the reincorporation.

“Closing” means the closing of the Merger.

“Closing Date” means the closing date of the Merger.

“Code” means the Internal Revenue Code of 1986, as amended.

“common stock” means the shares of common stock, par value $0.0001 per share, of the Company.

“condition precedent proposals” means the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposal, the Stock Issuance Proposal, the Director Election Proposal and the Incentive Award Plan Proposal.

“consideration” means the $3.84 billion (subject to adjustment as described in the Merger Agreement) that the Company will pay pursuant to the Merger Agreement.

“Current Charter” means the amended and restated certificate of incorporation of the Company.

“DGCL” means the General Corporation Law of the State of Delaware.

“Director Election Proposal” means the proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal and the Charter Proposal are approved and adopted, the election of eight directors to serve on New FEI’s board of directors for a term of one year expiring at the annual meeting of stockholders to be held in 2022 or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

“DTC” means The Depository Trust Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FAST Class A common stock” refers to the shares of Class A common stock par value $0.0001 per share, of FAST.

“FAST Class B common stock” refers to the shares of Class B common stock par value $0.0001 per share, of FAST.

“FAST Merger Corp.” means FAST Merger Corp., a Texas corporation and direct subsidiary of the Company.

“FAST Stockholders” refers to, collectively, holders of shares of FAST Class A common stock and holders of shares of FAST Class B common stock, but does not include the PIPE Investors.

“FEI” means Fertitta Entertainment, Inc., a Texas corporation.

“founder shares” refers to shares of FAST Class B common stock initially purchased by our Sponsor in a private placement prior to our IPO and the shares of FAST Class A common stock that will be issued upon the automatic conversion of the shares of FAST Class B common stock in connection with the Closing.

“GAAP” means United States generally accepted accounting principles.

“Incentive Award Plan Proposal” means the proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposal, the Stock Issuance Proposal and the Director Election Proposal are approved and adopted, the 2021 Plan.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means FAST’s initial public offering, consummated on August 25, 2020, through the sale of 20,000,000 units at $10.00 per unit.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Merger” means the transaction contemplated by the Merger Agreement by which Merger Sub will merge with and into FEI following the Texas Merger.

“Merger Agreement” means the agreement and plan of merger, dated as of February 1, 2021, by and among FAST, FEI, FAST Merger Corp. and Merger Sub, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of June 30, 2021, 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.

“Merger Sub” means FAST Merger Sub Inc., a Texas corporation and direct subsidiary of FAST Merger Corp.

“New FEI Management” means the management of New FEI following the consummation of the Business Combination.

“NYSE” means The New York Stock Exchange.

“Original Merger Agreement” means the agreement and plan of merger, dated as of February 1, 2021, by and among FAST, FEI, FAST Merger Corp. and Merger Sub. For the avoidance of doubt, the term “Original Merger Agreement” shall not include that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of June 30, 2021.

“PIPE Investors” means certain institutional investors, including Jefferies Financial Group Inc. and certain of its subsidiaries and Tilman Fertitta, who are party to the Subscription Agreements.

“Private Placement” means the private placement of FAST Class A common stock to certain institutional investors, including Jefferies and Tilman Fertitta, to occur immediately prior to the closing of the Business Combination.

“private placement warrants” refers to the 6,000,000 shares of warrants initially issued to our Sponsor in a private placement simultaneously with the closing of the IPO, each of which is exercisable for one share of FAST Class A common stock at an exercise price of $11.50 per share, in accordance with its terms.

“Proposed Charter” means the proposed amended and restated certificate of formation of New FEI.

“public shares” refers to shares of FAST Class A common stock sold as part of the units in the IPO (whether they were purchased in that offering or thereafter in the open market).

“public warrants” refers to the warrants to purchase shares of FAST Class A common stock sold as part of the units in the IPO, each of which is exercisable for one share of FAST Class A common stock at

an exercise price of  $11.50 per share, in accordance with its terms (whether they were purchased in that offering or thereafter in the open market).

“record date” refers to           , 2021, the date for determining the FAST Stockholders entitled to receive notice of and to vote at the Special Meeting.

“reincorporation” refers to the Company changing its jurisdiction of incorporation from Delaware to Texas pursuant to the Merger Agreement.

“Reincorporation Proposal” means the proposal to approve, assuming the Business Combination Proposal is approved and adopted, the change of FAST’s jurisdiction of incorporation from the State of Delaware to the State of Texas through the reincorporation.

“SEC” means the United States Securities and Exchange Commission.

“SEC Statement” means that certain statement made by the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC on April 12, 2021 regarding the accounting and reporting considerations for warrants issued by SPACs entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”).”

“Special Meeting” means the special meeting of the stockholders of the Company that is the subject of this proxy statement.

“Sponsor” means FAST Sponsor, LLC, a Delaware limited liability company.

“Stock Issuance Proposal” means the proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal and the Charter Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange, the issuance of (x) shares of New FEI Class B common stock to Mr. Fertitta pursuant to the terms of the Merger Agreement and (y) FAST Class A common stock to certain institutional investors, including Jefferies and Tilman Fertitta (the “PIPE Investors”), in connection with the Private Placement, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing.

“Subscription Agreements” means the subscription agreements, each dated as of February 1, 2021, between FAST and the PIPE Investors, pursuant to which FAST has agreed to issue an aggregate of 124,000,000 shares of FAST Class A common stock to the PIPE Investors immediately before the Closing at a purchase price of $10.00 per share.

“TBOC” means the Texas Business Organizations Code, as the same may be amended from time to time.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the Trust Account of FAST that holds the proceeds from FAST’s IPO and the private placement of the private placement warrants.

“Trust Agreement” mean that certain Investment Management Trust Agreement, dated as of August 20, 2020, between FEAC and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company.

“TX Merger” means the transaction contemplated by the Merger Agreement by which FAST will merge with and into FAST Merger Corp., with FAST Merger Corp. surviving the merger.

“Units” means the units of FAST, each consisting of one share of FAST Class A common stock and one-half (1/2) of one public warrant of FAST.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

AND RISK FACTOR SUMMARY

The statements contained in this proxy statement/prospectus and in any document incorporated by reference herein that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement/prospectus in relation to FEI has been provided by FEI and its management team. Forward-looking statements include statements relating to FEI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

FAST believes that it is important to communicate its expectations to its stockholders. However, there may be events in the future that FAST may not be able to predict accurately or over which it may not have control. The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by FAST or FEI in such forward-looking statements, including, among other things:

The forward-looking statements and risks contained in this proxy statement/prospectus and in any document incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement/prospectus and in our registration statement on Form S-1 filed in connection with our IPO. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before you grant your proxy or instruct how your vote should be cast or vote on the proposals to be put to the Special Meeting, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect FAST, FEI, or, following the consummation of the Business Combination, New FEI.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Special Meeting. FAST urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.

The Merger Agreement must be adopted by the FAST Stockholders in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and FAST’s Current Charter. FAST is holding a Special Meeting to obtain that approval. FAST Stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and thereby approve the Business Combination.

THE VOTE OF FAST STOCKHOLDERS IS IMPORTANT. FAST STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Based on its due diligence investigations of FEI and the industries in which it operates, including the financial and other information provided by FEI in the course of FAST’s due diligence investigations, the FAST board of directors (the “FAST Board”) believes that the Business Combination with FEI is in the best interests of FAST and its shareholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.

Although FAST’s board of directors believes that the Business Combination with FEI presents a unique business combination opportunity and is in the best interests of FAST and its stockholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — FAST’s Board of Directors’ Reasons for Approval of the Business Combination” for a discussion of the factors considered by FAST’s board of directors in making its decision.

Our initial stockholders have agreed to vote their shares in favor of the Business Combination. The initial stockholders own approximately 20% of our outstanding shares prior to the Business Combination. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of approximately 38% of the remaining shares to approve the Business Combination.

The Reincorporation Proposal.  Approval of the Reincorporation Proposal requires the affirmative vote of a majority of the outstanding shares of FAST common stock (“FAST Shares”) entitled to vote thereon. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

The Charter Proposal.  Approval of the Charter Proposal requires the affirmative vote of the holders of at least a majority of the outstanding FAST Shares entitled to vote thereon, voting as a single class. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

The Advisory Charter Proposals.  Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The Stock Issuance Proposal.  Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The Incentive Award Plan Proposal.  Approval of the Incentive Award Plan Proposal requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by

redemption and maximum redemption scenarios described herein. Subject to approval by FAST Stockholders of the Business Combination Proposal and the Charter Proposal, in connection with the Closing, we will adopt a dual class stock structure and Mr. Fertitta will receive shares of Class B common stock of New FEI which will have 10 to 1 voting rights as compared to the shares of New FEI Class A common stock. 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 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. Includes 5,606,656 shares of New FEI Class A common stock to be issued to Mr. Fertitta in his capacity as a PIPE investor. See “Description of New FEI’s Securities  —  New FEI Common Stock  —  New FEI Class B Common Stock.”

The voting percentages set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the Closing of the Business Combination) or (b) the issuance of any shares upon completion of the Business Combination under the New FEI Omnibus Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex F. If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different. For more information, please see the section entitled ”Unaudited Pro Forma Condensed Combined Financial Information.”

In addition, there are currently outstanding an aggregate of 16,000,000 warrants to acquire shares of FAST Class A common stock, which comprise 6,000,000 private placement warrants held by our initial stockholders and 10,000,000 public warrants. Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing, for one share of FAST Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New FEI Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of New FEI Class A common stock is issued as a result of such exercise, with payment to New FEI of the exercise price of $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 16,000,000 shares, with approximately $184,000,000 paid to exercise the warrants.

The underwriters from FAST’s IPO are entitled to deferred underwriting commission of $7,000,000 in the aggregate, which commission will be waived by the underwriters in the event that FAST does not complete the initial business combination, subject to the terms of the underwriting agreement entered into in connection with FAST’s IPO. The deferred fee is payable if a business combination is consummated without regard to the number of shares of FAST Class A common stock is redeemed by its public stockholders in connection with a business combination. The following table presents the deferred fee as a percentage of the aggregate proceeds from FAST’s IPO across varying redemption scenarios if FAST had only sold the number of units remaining after redemptions:

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Q: What amendments will be made to the Current Charter of FAST?

(i)                 shares of New FEI Class A common stock, par value $0.0001 per share,

(ii)                 shares of New FEI Class B common stock, par value $0.0001 per share, and

(iii)                 shares of preferred stock, par value $0.0001 per share;

Pursuant to Delaware law and the Current Charter, FAST is required to submit the Charter Proposal to FAST’s stockholders for approval. For additional information, see the section entitled “The Charter Proposal.”

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Our initial stockholders and our directors at the time of our IPO entered into the insider letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of a business combination.

The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so.

Any public stockholder will be entitled to request that their public shares (which would become shares of New FEI common stock upon the effective date of the TX Merger) be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is                 , New York City time, on                 , 2021, and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that FAST instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by FAST’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental by                 , New York City time, on                 , 2021.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any FAST warrants that you may hold.

you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, FAST’s transfer agent, directly and instruct them to do so. If you fail to cause your units to be separated and delivered to Continental, FAST’s transfer agent, by                 , New York City time, on                 , 2021, you will not be able to exercise your redemption rights with respect to your public shares.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

shares or vote their public shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FAST satisfies the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of outstanding FAST Shares representing a majority of the voting power of all outstanding FAST Shares entitled to vote at the Special Meeting on the record date are present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting.

Immediately after the consummation of the Business Combination, FEI will complete the Restructuring (as defined herein), whereby a limited number of FEI subsidiaries, assets and businesses, representing eight restaurants and certain real estate holdings, that are not intended to be part of the Business Combination will be separated from FEI and distributed to Mr. Fertitta pursuant to the Separation Agreement (as defined herein) and the Split-Off Agreement (as defined herein).

On August 9, 2021, GNOG entered into an agreement and plan of merger (the “GNOG Merger Agreement”) with DraftKings Inc. ( “DraftKings”), New Duke Holdco, Inc., a wholly owned subsidiary of DraftKings (“New DraftKings”), and the other parties thereto, pursuant to which New DraftKings agreed to acquire each of DraftKings and GNOG in concurrent mergers (the “GNOG Merger”). At the closing of the GNOG Merger, New DraftKings will, among other things, acquire each issued and outstanding share of common stock of GNOG, including the shares of GNOG common stock owned by FEI, in exchange for 0.365 of a share of New DraftKings Class A common stock. If the GNOG Merger closes prior to the Closing, the Business Combination will include all of the shares of New DraftKings Class A common stock that FEI receives at closing of the GNOG Merger.

purpose of winding up and redeem our public shares and liquidate the trust account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Direct holders (stockholders of record).  For FAST Shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your FAST Shares are voted.

Shares in “street name.”   For FAST Shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

of 1976, (iv) FAST having at least $5,000,001 of net tangible assets at the Closing, (v) the receipt by FEI of certain tax opinions regarding aspects of the Business Combination Restructuring, and (vi) the effectiveness of the Registration Statement (as defined in the Merger Agreement) 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”). Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See the section entitled “The Business Combination Proposal.” The required approvals of FEI’s stockholders were obtained prior to the date of this proxy statement/prospectus. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

Morrow Sodali LLC

470 West Avenue, Suite 3000

Stamford, CT 06902

Tel: (800) 662-5200

E-mail: FST.info@investor.morrowsodali.com

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SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which this documents refers to before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting. Each item in this summary includes a page reference directing you to a more complete description of that item.

Information About the Parties to the Business Combination

FAST Acquisition Corp.

109 Old Branchville Rd.
Ridgefield, CT 06877
201-956-1969

FAST is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Fertitta Entertainment, Inc.

1510 West Loop South
Houston, TX 77027
713-850-1010

Fertitta Entertainment, Inc., a Texas corporation, is a holding company that owns all of the equity in Golden Nugget, LLC and Landry’s, LLC, approximately 31.494 million shares in GNOG, hotels, real estate, and other investments. The Business Combination will include all of FEI's holdings in GNOG and the majority of the assets and businesses that comprise Golden Nugget, LLC and Landry’s, LLC. Together, Golden Nugget, LLC and Landry’s, LLC represent a multinational, diversified gaming, restaurant, hospitality, and entertainment business based in Houston, Texas, encompassing:

Immediately after the consummation of the Business Combination, FEI will complete the Restructuring (as defined herein), whereby a limited number of FEI subsidiaries, assets and businesses, representing eight restaurants and certain real estate holdings, that are not intended to be part of the Business Combination will be separated from FEI and distributed to Mr. Fertitta pursuant to the Separation Agreement (as defined herein) and the Split-Off Agreement (as defined herein).

On August 9, 2021, GNOG entered into the GNOG Merger Agreement with DraftKings, New DraftKings and the other parties thereto, pursuant to which New DraftKings agreed to acquire each of DraftKings and GNOG in concurrent mergers. At the closing of

the GNOG Merger, New DraftKings will, among other things, acquire each issued and outstanding share of common stock of GNOG, including the shares of GNOG common stock owned by FEI, in exchange for 0.365 of a share of New DraftKings Class A common stock. If the GNOG Merger closes prior to the Closing, the Business Combination will include all of the shares of New DraftKings Class A common stock that FEI receives at closing of the GNOG Merger.

FAST Merger Corp.

FAST Merger Corp. is a wholly-owned subsidiary of FAST formed for the purpose of effecting the Business Combination and the TX Merger. FAST Merger Corp. was incorporated under the Texas Business Corporation Act on January 20, 2021. FAST Merger Corp. owns no material assets and does not operate any business.

Pursuant to the terms and subject to the conditions of the Merger Agreement, among other things, FAST will merge with and into FAST Merger Corp. with FAST Merger Corp. surviving the merger.

Merger Sub

Merger Sub is a wholly-owned subsidiary of FAST formed solely for the purpose of effecting the Business Combination. Merger Sub was incorporated under the Texas Business Corporation Act on January 20, 2021. Merger Sub owns no material assets and does not operate any business.

Pursuant to the terms and subject to the conditions of the Merger Agreement, among other things, Merger Sub will merge with and into FEI, with FEI surviving the merger.

LLC Merger Sub

LLC Sub is a wholly-owned subsidiary of FAST Merger Corp. formed solely for the purpose of effecting the Business Combination. LLC Sub was incorporated under the Texas Business Corporation Act on February 11, 2021. LLC Sub owns no material assets and does not operate any business.

Pursuant to the terms and subject to the conditions of the Merger Agreement, among other things, LLC Sub will merge with and into FEI, with LLC Sub surviving the merger.

The Merger Agreement

The terms and conditions of the Business Combination are contained in the Merger Agreement, which is attached to this document as Annex A and is incorporated by reference herein in its entirety. FAST encourages you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination. For more information on the Merger Agreement, see the section entitled “The Merger Agreement.”

Structure of the Business Combination

Pursuant to the Merger Agreement, (i) FAST will change its jurisdiction of incorporation to Texas by merging with and into FAST Merger Corp., with FAST Merger Corp. surviving the merger and changing its name to “Fertitta Entertainment, Inc.” (referred to in this proxy statement/prospectus as “New FEI”), (ii) following the TX Merger, Merger Sub will merge with and into FEI, with FEI surviving the merger and (iii) lastly, FEI shall merge with and into LLC Sub, with LLC Sub surviving such merger as a direct, wholly owned subsidiary of FAST Merger Corp. Upon consummation of the foregoing transactions, FEI will be a wholly-owned subsidiary of New FEI (i.e., FAST Merger Corp.). In addition, in connection with the TX Merger, New FEI will amend and restate its charter to be the Proposed Charter and adopt the dual class structure and the unsuitability provisions, each as described in the section of this proxy statement/prospectus titled “Description of New FEI Securities.”

Merger Consideration

Under the Merger Agreement, FAST has agreed to combine with FEI for aggregate consideration in the form of shares of New FEI Class B common stock valued at approximately $3.84 billion (subject to adjustment as described in the Merger Agreement) based on (1) proceeds available from the trust account, after giving effect to any and all redemptions, and (2) proceeds from the Private Placement. Such consideration will be paid to Mr. 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 of New FEI. 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 , (ii) the difference between the number of shares of GNOG common stock held by FEI at the Closing and the 31,494,175 shares of GNOG common stock held by FEI at the date of execution of the amendment to the Merger Agreement multiplied by the reference price of $13.00 per share and (iii) (x) the difference between the 60-day average closing stock price of a share of Golden Nugget Online Gaming, Inc. (“GNOG”) as of the day prior to the Closing and $13.00 multiplied by (y) 31,494,175 shares of GNOG common stock held as of the date of execution of the amendment to the Merger Agreement (subject to adjustment by reason of dividend, subdivision, reclassification, recapitalization, split, combination of exchange of shares, the issuance of shares to FEI or certain of its subsidiaries in connection with interest payments paid on any indebtedness of GNOG, or any other similar event between the date of the Merger Agreement and Closing). Based on FEI’s net debt as of June 30, 2021 of $4.1 billion, 31,657,545 shares of GNOG common stock held by FEI as of September 14, 2021 and the GNOG share price of $15.76, the 60-day average as of September 14, 2021, 447.5 million shares of New FEI Class B common stock would be issued to Mr. Fertitta as of the Closing Date, representing an aggregate value of approximately $4.47 billion. A sensitivity analysis on the consideration transferred has been performed to assess the effect that a hypothetical 10% change in the GNOG stock trading price would have on the merger consideration. A 10% change in GNOG’s common stock trading price would cause a corresponding increase/decrease to total consideration of approximately $49.6 million, in each of the no redemption and maximum redemption scenarios described herein.

Not less than four business days prior to the Closing, FEI must deliver to FAST written notice setting forth FEI’s good faith calculation of the transaction value and the number of shares of New FEI Class B common stock to be issued to Mr. Fertitta at Closing. FAST will have two business days following delivery of such calculations to provide any reasonable comments and questions with respect to such calculations, which FEI will consider and respond to in good faith. FEI will subsequently deliver a written notice setting forth the final calculation of the number of New FEI Class B common stock to be issued to Mr. Fertitta at Closing on or before the Closing, which notice will, absent manifest error, be binding on all parties to the Merger Agreement and will be used by New FEI for purposes of issuing the merger consideration to Mr. Fertitta.

The Private Placement

The Company entered into subscription agreements (the “Subscription Agreements”), each dated as of February 1, 2021, with certain Investors, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the Closing of the Business Combination, an aggregate of 124,000,000 shares of Class A common stock for $10.00 per share to the PIPE Investors, including Jefferies (with respect to 2,500,000 shares of Class A common stock) and Tilman Fertitta (with respect to 5,606,656 shares of Class A common stock). Subsequent to such date, Jefferies entered into agreements to assume the obligation to purchase an additional 6,820,000 shares from certain PIPE Investors. None of the Sponsor or any of the FAST’s officers, directors or affiliates are participating in the PIPE. The Private Placement is expected to close immediately prior to the Closing. In connection with the Closing, pursuant to the Merger Agreement, all of the issued and outstanding shares of FAST Class A common stock, including the shares of FAST Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New FEI Class A common stock. For more information regarding the Private Placement, see the section entitled “The Business Combination Proposal — The Private Placement.”

There are no material differences between the shares of FAST Class A common stock to be issued in the Private Placement and the terms of the securities issued at the time of FAST’s IPO, except that purchases of units in FAST’s IPO received one share of FAST Class A common stock and one-half of one Public Warrant for $10.00 per unit, whereas the PIPE Investors will only receive one share of FAST Class A common stock for $10.00 per share.

Special Meeting of FAST Stockholders and the Proposals

The special meeting will be held via live webcast at            Eastern Time, on             , 2021, in virtual format. Stockholders may attend, vote and examine the list of FAST Stockholders entitled to vote at the Special Meeting by visiting                 and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Special Meeting is to consider and vote on the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposal, the Advisory Charter Proposals (on an advisory basis), the Stock Issuance Proposal, the Director Election Proposal, Incentive Award Plan Proposal and the Adjournment Proposal.

Approval of the condition precedent proposals is a condition to the obligation of FAST to complete the Business Combination.

Only holders of record of issued and outstanding FAST Shares as of the close of business on                 , 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each share of FAST common stock that you owned as of the close of business on that record date.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding FAST Shares as of the record date present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Approval of the Reincorporation Proposal requires the affirmative vote of a majority of the outstanding FAST Shares entitled to vote thereon, voting together as a single class. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” such proposal.

Approval of the Charter Proposal requires the affirmative vote of a majority of the outstanding FAST Shares entitled to vote thereon, voting together as a class. Abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy and entitled to vote at the Special Meeting. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Approval of the Incentive Award Plan Proposal requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

The election of directors is decided by a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual special meeting) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Recommendation of FAST’s Board of Directors

The FAST Board has unanimously determined that the Business Combination is in the best interests of, and advisable to, the FAST Stockholders and recommends that the FAST Stockholders adopt the Merger Agreement and thereby approve the Business Combination. The FAST Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors.

The FAST Board unanimously recommends that such FAST Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Reincorporation Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of each director nominee and “FOR” the approval of the Adjournment Proposal.

For more information about the FAST Board’s recommendation and the proposals, see the sections entitled “The Special Meeting — Vote Required and FAST Board Recommendation” and “The Business Combination Proposal — FAST’s Board of Directors’ Reasons for Approval of the Business Combination.”

FAST’s Board of Directors’ Reasons for Approval of the Business Combination

FAST 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. FAST sought to do this by utilizing the networks and industry experience of its management team to identify, acquire and operate one or more businesses in the North American restaurant, hospitality, and related sectors. FAST’s board of directors considered and evaluated several factors in evaluating and negotiating the Business Combination and the Merger Agreement. For additional information relating to FAST’s board of directors’ evaluation of the Business Combination and the factors it considered in connection therewith, please see the section entitled “The Business Combination Proposal — FAST’s Board of Directors’ Reasons for Approval of the Business Combination.” In considering the recommendation of our board of directors in favor of approval of the Business Combination Proposal, you should note that our directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a FAST Stockholder. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of FAST’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.

Regulatory Approvals

HSR Filing

Each party to the Merger Agreement agreed to make its respective filings under the HSR Act within ten business days of the execution of the Merger Agreement and, as promptly as practicable, to make any other filings required or advisable under any competition laws with respect to the transactions contemplated by the Merger Agreement and to supply the appropriate governmental authorities any additional information and documentary material that may be requested pursuant to the HSR Act and such other laws as promptly as practicable. FAST and FEI filed the requisite notification and report forms with the U.S. Federal Trade Commission and Antitrust Division in February 2021 and received notice of the early termination of the waiting period under the HSR Act in March, 2021. Following entry into Amendment No.1 to the Merger Agreement, in July 2021, the parties filed additional notification and report forms with the U.S. Federal Trade Commission and Antitrust Division.

Gaming Regulatory Approvals

Each party to the Merger Agreement agreed to promptly obtain all gaming approvals that are necessary to close the Business Combination. Gaming approvals will be required in Illinois, Louisiana, Michigan, Mississippi, New Jersey, Nevada, Pennsylvania, Virginia and West Virginia, including but not limited to, approval of change in corporate structure of FEI, including approval of FEI as a qualified holding company and any necessary findings of suitability by the gaming regulatory authorities.

The parties have begun the process of making submissions to the applicable gaming regulatory authorities and are continuing to take actions to obtain the required gaming regulatory approvals prior to the Closing as needed to satisfy the gaming regulatory conditions to Closing, including the condition regarding the absence of any material adverse regulatory event with respect to FEI.

Liquor Licenses

Each party to the Merger Agreement agreed to use its reasonable best efforts to take such actions in connection with filings with any governmental authority or third party with respect to any liquor licenses or obtaining the necessary consents and approvals pertaining to the transfer and/or issuance of liquor licenses in connection with the liquor businesses or operations of the liquor facilities of FEI and its subsidiaries. The parties have begun the process of making the applicable filings and obtaining the applicable liquor approvals (as is necessary) in connection with the Closing of the Business Combination.

There can be no assurance when or if the required regulatory approvals will be obtained. Further, following the stockholder vote to approve the Business Combination, there could be a delay for a period of time, which period may be significant, in receiving the required regulatory approvals. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the special meeting and payment of the redemption price.

Conditions to Closing

The Closing of the Business Combination is subject to certain conditions, including, among other things, (i) approval by the shareholders of FEI and FAST’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) FAST having at least $5,000,001 of net tangible assets at the Closing, (v) the receipt by FEI of certain tax opinions regarding aspects of the Business Combination and the Restructuring, and (vi) the effectiveness of the Registration Statement (as defined in the Merger Agreement) 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 Business Combination.

Termination

The Merger Agreement may be terminated at any time prior to the Closing:

Redemption Rights

Pursuant to FAST’s Current Charter, a public stockholder may request that FAST redeem all or a portion of their public shares (which would become shares of New FEI Class A common stock upon the consummation of the Merger) for cash if the Business Combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its public shares to Continental, FAST’s transfer agent, FAST will redeem such public shares upon the Closing for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See the section entitled “The Special Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Holders of our warrants will not have redemption rights with respect to the warrants. This means that to the extent that FAST’s public stockholders redeem their shares of FAST Class A common stock in connection with the Business Combination, their warrants will remain issued and outstanding notwithstanding the redemption of their FAST Class A common stock. Based on the closing price of the public warrants on the NYSE on September 23, 2021 of $5.50 per warrant, the warrants held by FAST’s public stockholders were valued at approximately $55.0 million in the aggregate.

No Delaware Appraisal Rights

Pursuant to Section 262(b)(2) of the DGCL, FAST Stockholders are not entitled to exercise dissenters’, appraisal, cash exit or similar rights in connection with the Business Combination. For more information, see the section entitled “No Delaware Appraisal Rights.”

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. FAST has engaged Morrow to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares at the Special Meeting if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting — Revoking Your Proxy.”

Interests of FAST’s Directors and Officers in the Business Combination

When you consider the recommendation of FAST’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that FAST’s initial stockholders, including its directors and officers, have interests in such proposal that are different from, or in addition to those of FAST Stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FAST or its securities, the initial stockholders, FEI and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire FAST Shares or vote their FAST Shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FAST satisfies the Minimum Proceeds Condition. Any such purchases of public shares and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on FAST Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

The existence of financial and personal interests of the FAST directors and officers may result in a conflict of interest on the part of one or more of them between what he may believe is best for FAST and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of FAST’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.

Stock Exchange Listing

We expect the shares of New FEI Class A common stock to trade on the NYSE under the symbol “       ” following the Closing.

Comparison of Stockholders’ Rights

The rights of FAST Stockholders are governed by Delaware law and by the Current Charter and FAST’s amended and restated bylaws (the “Current Bylaws” and, together with the Current Charter, the “Existing Organizational Documents”). Upon consummation of the Business Combination, FAST Stockholders will become holders of common stock of New FEI, and their rights will be governed by Texas law and the Proposed Charter and New FEI’s amended and restated bylaws (“New FEI Bylaws”). FAST Stockholders will have different rights once they become holders of New FEI common stock due to differences between the Existing Organizational Documents and Delaware law, on the one hand, and the New FEI governing documents and Texas law, on the other hand. These differences are described in more detail under the section entitled “Comparison of Shareholders’ Rights.”

Stockholders Agreement

In connection with FAST’s entrance into the Merger Agreement, it also entered into the Stockholders Agreement with Mr. Fertitta, FAST Merger Corp. and Sponsor, pursuant to which, among other things, Mr. Fertitta has agreed to appoint, subject to regulatory approval, Eugene Remm as one of eight directors.

Summary of Risk Factors

In evaluating the transaction and the proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors.” The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of the Company and FEI to complete the transaction, and (ii) the business, cash flows, financial condition and results of operations of New FEI following consummation of the transaction.

These risk factors include, but are not limited to, the following:

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 registration statement under the Securities Act 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 a 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 election to opt out is irrevocable. We have 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, we, 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 FAST’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of FAST’s IPO, (b) in which we have total annual revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act. FEI had total revenue for the year ended December 31, 2020 of approximately $2.3 billion. As a result, we do not expect the combined company to qualify as an emerging growth company after the last day of the fiscal year in which the Business Combination is consummated.

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

FAST

Market Price and Ticker Symbol

FAST units, Class A common stock and public warrants are currently listed on the New York Stock Exchange under the symbols “FST.U,” “FST,” and “FST WS,” respectively.

The closing price of the units, Class A common stock and public warrants on January 29, 2021, the last trading day before announcement of the execution of the Merger Agreement, was $11.40, $10.58 and $1.67, respectively. As of                 , 2021, the record date for the Special Meeting, the closing price for each unit, Class A common stock and public warrant was $      , $      , and $      , respectively.

Holders

As of                 , 2021, the record date for the Special Meeting, there were           holders of record of our units,                 holders of record of our Class A common stock,                 holder of record of our Class B common stock and                 holders of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A common stock and warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

FAST has not paid any cash dividends on FAST Shares to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New FEI revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of New FEI’s board of directors at such time.

FEI

There is no public market for shares of FEI’s common stock.

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RISK FACTORS

FAST Stockholders should carefully consider the following factors, in addition to those factors discussed elsewhere in this proxy statement/prospectus, before voting at the Special Meeting.

Risks Related to FEI’s Business

General economic factors may adversely affect disposable consumer income and consumer confidence and FEI’s results of operations as a result.

FEI’s business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of global economic conditions. National, regional and local economic conditions, such as recessionary economic cycles, a worsening economy and any increases in energy and fuel prices, could adversely affect disposable consumer income and consumer confidence. When gasoline, natural gas, electricity and other energy costs increase, and credit card, home mortgage and other borrowing costs increase, FEI’s guests may have lower disposable income and reduce the frequency with which they visit FEI’s properties. Even an uncertain economic outlook may adversely affect consumer spending in FEI’s gaming, restaurant and hospitality operations, as consumers spend less in anticipation of a potential prolonged economic downturn. Unfavorable changes in these factors or in other business and economic conditions affecting FEI’s customers, including in connection with the COVID-19 pandemic, could reduce customer traffic in some or all of FEI’s facilities, impose practical limits on FEI’s pricing and increase FEI’s costs. Any of these factors could lower FEI’s profit margins and have a material adverse effect on FEI’s results of operations.

The impact of inflation on food, beverages, labor, utilities and other aspects of FEI’s business can negatively affect FEI’s results of operations. FEI may not be able to offset inflation through price increases, cost controls and incremental improvement in operating margins, which could negatively affect FEI’s results of operations. FEI is unable to predict the frequency, length or severity of adverse economic circumstances.

FEI relies heavily on information technology, and any material failure, weakness or interruption could prevent FEI from effectively operating FEI’s business. FEI’s information technology systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security. System failure, information leakage and the cost of maintaining sufficient cybersecurity could adversely affect FEI’s business.

FEI relies heavily on information systems, including point of sale processing in FEI’s restaurants for payment of obligations, collection of cash, credit and debit card transactions and other processes and procedures. FEI’s ability to efficiently and effectively manage FEI’s business depends significantly on the reliability and capacity of these systems.

The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms could result in delays in guest service and reduce efficiency in FEI’s operations. Remediation of such problems could result in significant, unplanned capital investments. FEI also maintains important internal company data such as personally identifiable information about FEI’s employees and information relating to FEI’s operations. The regulatory framework for the privacy and data security of customer and user information and employee information is rapidly evolving and is likely to remain uncertain for the foreseeable future. Many federal, state and foreign government bodies and agencies, and industry associations, have adopted or are considering adopting laws, rules, regulations and standards regarding the collection, use, disclosure and security of personal information. In the United States, these include rules and regulations promulgated under the authority of the federal and state labor and employment laws, state data breach notification laws, state data security laws and state privacy laws. FEI’s or GNOG’s failure to comply with data security and privacy laws, rules, regulations and standards could result in regulatory scrutiny and increased exposure to the risk of litigation, contractual liability, or the imposition of consent orders or civil and criminal fines, penalties and assessments which could have an adverse effect on FEI’s or GNOG’s results of operations or financial condition. Moreover, allegations of non-compliance with privacy regulations, whether or not true, could be costly, time consuming, distracting to management, and cause reputational harm.

The systems and processes FEI has implemented to protect customers, employees and company information are subject to the ever-changing risk of compromised security. These risks include cyber and physical security breaches, system failure, computer viruses, and negligent or intentional misuse by customers, company employees, or employees of third-party vendors. The steps FEI takes to deter and mitigate these risks may not be successful and FEI’s insurance coverage for protecting against cybersecurity risks

may not be sufficient. FEI’s third-party information system service providers face risks relating to cybersecurity similar to FEI’s, and FEI does not directly control any of such parties’ information security operations.

Despite the security measures FEI currently has in place, FEI’s facilities and systems and those of FEI’s third-party service providers may be vulnerable to security breaches, acts of vandalism, phishing attacks, computer viruses, misplaced or lost data, programming or human errors and other events. Cyber-attacks are becoming increasingly more difficult to anticipate and prevent due to their rapidly evolving nature and, as a result, the technology FEI uses to protect FEI’s systems from being breached or compromised could become outdated due to advances in computer capabilities or other technological developments. Any perceived or actual electronic or physical security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential or personally identifiable information, including penetration of FEI’s network security, whether by FEI or by a third party, could disrupt FEI’s business, damage FEI’s reputation and FEI’s relationships with FEI’s customers or employees, expose FEI to risks of litigation, significant fines and penalties and liability, result in the deterioration of FEI’s customers’ and employees’ confidence in FEI, and adversely affect FEI’s business, results of operations and financial condition. Since FEI does not control third-party service providers and cannot guarantee that no electronic or physical computer break-ins and security breaches will occur in the future, any perceived or actual unauthorized disclosure of personally identifiable information regarding FEI’s employees, customers or website visitors could harm FEI’s reputation and credibility and reduce FEI’s ability to attract and retain employees and customers. As these threats develop and grow, FEI may find it necessary to make significant further investments to protect data and FEI’s infrastructure, including the implementation of new computer systems or upgrades to existing systems, deployment of additional personnel and protection-related technologies, engagement of third-party consultants, and training of employees. The occurrence of any of the cyber incidents described above could have a material adverse effect on FEI’s business, results of operations and cash flows.

FEI’s insurance may not provide adequate levels of coverage against claims. In addition, FEI’s insurance costs may increase and FEI may not be able to obtain the same insurance coverage in the future.

FEI maintains insurance that FEI believes is customary for FEI’s businesses’ size and type. However, there are types of losses FEI may incur that cannot be insured against or that FEI believes are not economically reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made to FEI may not be made on a timely basis. Such losses could adversely affect FEI’s business prospects, results of operations, cash flows and financial condition.

While FEI maintains property and business interruption insurance, FEI carries large deductibles and FEI’s coverage may be subject to sublimits, and there can be no assurance that if a severe hurricane or other natural or man-made disasters should affect FEI’s geographical areas of operations, FEI would be able to maintain FEI’s current level of operations or profitability, or that property and business interruption insurance would adequately reimburse FEI for FEI’s losses.

Moreover, in response to continued high insurance costs for FEI’s property and casualty coverage due to FEI’s large concentration of coastal properties, FEI significantly reduced FEI’s aggregate insurance policy limits and purchased individual windstorm policies for the majority of FEI’s operating units located along the Texas Gulf Coast. There is no assurance that FEI will have adequate insurance coverage to recover losses that may result from a catastrophic event. Additionally, the cost of coverage may in the future become so high that FEI may be unable to obtain the insurance policies FEI deems necessary for the operation of FEI’s projects on commercially practicable terms, or at all, or FEI may need to reduce FEI’s policy limits or agree to certain exclusions from FEI’s coverage. FEI cannot predict whether FEI will continue to be able to obtain insurance for hurricane-related damages or, if obtainable and carried, whether this insurance will be adequate to cover FEI’s liabilities

If FEI is unable to protect FEI’s intellectual property rights, it could reduce FEI’s ability to capitalize on FEI’s brand names, which could have an adverse effect on FEI’s business and results of operations.

Many of FEI’s brands are registered as federal service marks on the Principal Register of the USPTO. FEI also licenses the name Bubba Gump from Paramount Licensing, Inc. There is no assurance that any of FEI’s rights in any of FEI’s intellectual property will be enforceable, even if registered, against any prior users of similar intellectual property or against any of FEI’s competitors who seek to utilize similar intellectual property in areas where FEI operates or intend to conduct operations. The failure to enforce or the unenforceability of any of FEI’s intellectual property rights could have the effect of reducing FEI’s ability to capitalize on FEI’s efforts to establish brand equity.

FEI faces the risk of adverse publicity and litigation, the cost or adverse results of which could have a material adverse effect on FEI’s business and results of operations.

FEI may from time to time be the subject of complaints or litigation from customers alleging illness, injury or other food quality, health or operational concerns. Publicity resulting from these allegations may materially adversely affect FEI, regardless of whether the allegations are valid or whether FEI is liable. Negative publicity may also result from actual or alleged violations of “dram shop” laws, which generally provide an injured party with recourse against an establishment that serves alcoholic beverages to an intoxicated party who then causes injury to himself or to a third party. In addition, employee claims against FEI based on, among other things, wage and hour violations, discrimination, harassment or wrongful termination may divert FEI’s financial and management resources that would otherwise be used to benefit the future performance of FEI’s operations. A significant increase in the number of these claims or an increase in the number of successful claims could materially adversely affect FEI’s business, prospects, financial condition, operating results and cash flows. Unfavorable publicity resulting from these claims relating to a limited number of FEI’s restaurants or only relating to a single restaurant could adversely affect the public perception of all FEI’s restaurants within that particular brand. Adverse publicity and its effect on overall consumer perceptions of food safety, or FEI’s failure to respond effectively to adverse publicity, could have a material adverse effect on FEI’s financial condition.

In connection with certain of FEI’s discontinued operations, FEI remains the guarantor or assignor under a number of leased locations. In the event of future defaults under any of such leased locations FEI may be responsible for significant damages to landlords which may materially affect FEI’s financial condition, operating results and cash flows.

If FEI engages in acquisitions or significant investments in new businesses, FEI will incur a variety of risks, any of which may adversely affect FEI’s business and the anticipated benefits of acquisitions.

FEI continually evaluates potential acquisitions and consider acquisitions an important part of FEI’s future growth strategy. FEI has made in the past, and may make in the future, acquisitions of, or significant investments in, businesses including, but not limited to, the acquisition of large public and private restaurant and casino operations.

Any acquisition or investment will be accompanied by the risks commonly encountered in acquisitions of businesses, which may include: failure to achieve the financial and strategic goals for the acquired and combined business; overpayment for the acquired companies or assets; difficulty assimilating the operations and personnel of the acquired businesses; product liability and other exposure associated with acquired businesses or the sale of their products; disruption of FEI’s ongoing business; unanticipated liabilities, legal risks and costs; retention of key personnel; distraction of management from FEI’s ongoing business; and impairment of relationships with employees and customers as a result of integration of new management personnel. These risks could harm FEI’s business, financial condition or results of operations, particularly if they occur in the context of a significant acquisition. In addition, multiple acquisitions in a relatively short time period may negatively affect the synergies and economic benefits anticipated by a particular acquisition.

Additionally, acquisitions of businesses having a significant presence outside the U.S. increase FEI’s exposure to the risks of conducting operations in international markets.

Typically, these integration activities are complex and time-consuming and FEI may encounter unexpected difficulties or incur unexpected costs, including diversion of management attention from ongoing business concerns to integration matters. FEI may not realize the anticipated net reductions in costs and expenses and other benefits and synergies of FEI’s acquisitions to the extent, or in the time frame anticipated. Anticipated net reductions in costs and expenses are uncertain, and are based on assumptions and preliminary information, which may prove to be inaccurate.

FEI’s level of indebtedness could adversely affect its ability to raise additional capital to fund its operations, limit its ability to react to changes in the economy or its industry and prevent FEI from meeting its obligations under its debt agreements.

FEI and its subsidiaries are highly leveraged. As of June 30, 2021, FEI and its subsidiaries’ total consolidated indebtedness was $4.6 billion, which includes $4.6 billion of indebtedness of Golden Nugget, LLC. This level of indebtedness could have important consequences to FEI’s business, including the following:

FEI may be unable to service its indebtedness.

FEI’s ability to make scheduled payments on and to refinance its and its subsidiaries indebtedness depends on and is subject to FEI’s and its subsidiaries’ financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond FEI’s control, including the availability of financing in the banking and capital markets. FEI cannot provide assurance that its business will generate sufficient cash flow from operations or that future borrowings will be available to FEI in an amount sufficient to enable FEI to service its and its subsidiaries’ debt, to refinance such debt or to fund its and its subsidiaries’ other liquidity needs. If FEI is unable to meet its debt obligations or to fund its other liquidity needs, FEI may be forced to reduce or delay scheduled expansion and capital expenditures, sell material assets or operations, obtain additional capital or restructure its debt, which could cause FEI to default on its debt obligations and impair its liquidity. Any refinancing of FEI’s indebtedness could be at higher interest rates and may require FEI to comply with more onerous covenants which could further restrict its business operations. If FEI is required to dispose of material assets or operations or restructure its debt to meet its debt service and other obligations, FEI cannot provide assurance that the terms of any such transaction will be satisfactory to it or if, or how soon, any such transaction could be completed.

Despite FEI’s substantial indebtedness, FEI may still incur significantly more debt, which could further exacerbate the risks described above.

FEI and its subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the agreements governing FEI’s and its subsidiaries existing indebtedness do not fully prohibit FEI and its subsidiaries from doing so. If new debt is added to FEI’s and its subsidiaries’ current debt levels, the related risks that FEI and its subsidiaries now face could intensify.

Failure to hedge effectively against interest rate changes may adversely affect FEI’s results of operations.

The interest rate hedge agreements that FEI may use from time to time to manage some of FEI’s exposure to interest rate volatility involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. In addition, these arrangements may not be effective in reducing FEI’s exposure to changes in interest rates. These factors may lead to a failure to hedge effectively against changes in interest rates and therefore may adversely affect FEI’s results of operations.

FEI uses significant amounts of electricity, natural gas and other forms of energy, and energy price increases may adversely affect FEI’s results of operations.

FEI uses significant amounts of electricity, natural gas and other forms of energy. Any shortage or substantial increases in the cost of electricity and natural gas in the United States will increase FEI’s cost of operations, which would negatively affect FEI’s operating results. The extent of the impact is subject to the magnitude and duration of the energy price increases, but this impact could be significant. In addition, higher energy and gasoline prices affecting FEI’s customers may increase their cost of travel to FEI’s casino properties and result in reduced visits to FEI’s properties and a reduction in FEI’s revenues.

Increased advertising and marketing costs could adversely affect FEI’s results of operations.

If FEI’s competitors increase their spending on advertising and promotion, FEI’s advertising, media or marketing expenses increase, or FEI’s advertising and promotion become less effective than that of FEI’s competitors, FEI could experience a material adverse effect on FEI’s results of operations.

The loss of Mr. Fertitta, the Chairman, President and Chief Executive Officer of the combined company following the consummation of the Business Combination, could have a material adverse effect on FEI’s business and development.

FEI believes that the development of FEI’s business has been, and will continue to be, dependent on Mr. Fertitta, FEI’s Chairman, President and Chief Executive Officer. The loss of Mr. Fertitta’s services could have a material adverse effect upon FEI’s business and development, and there can be no assurance that an adequate replacement could be found for Mr. Fertitta in the event of his unavailability.

FEI may incur costs resulting from past, and FEI and GNOG may incur costs and adverse revenue consequences for future, breaches of security related to confidential guest and/or employee information.

The nature of FEI’s business involves the receipt and storage of information about FEI’s guests and employees and GNOG’s online customers. Hardware, software or other applications FEI develops and procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to FEI’s systems and facilities through fraud, trickery or other forms of penetrating FEI’s systems or deceiving FEI’s employees or vendors. In addition, FEI accepts electronic payment cards for payment in FEI’s restaurants through payment card processing devices connected to FEI’s network or on GNOG’s online gaming platform. Any breach of FEI’s network security may result in significant unplanned expenses and liability in excess of FEI’s insurance coverage, if any, which could have a material adverse impact on FEI’s financial condition and results of operations.

In December 2015, criminal attackers were able to install a program on payment card processing devices at certain of FEI’s restaurants, food and beverage outlets, entertainment destinations, and managed properties. On May 17, 2018, Paymentech, LLC and JP Morgan Chase Bank, N.A. (collectively “Paymentech”) filed a lawsuit against Landry’s, Inc. in the United States District Court for the Southern District of Texas Houston Division alleging that Landry’s breached its contract with Paymentech when it failed and/or refused to indemnify Paymentech $20.0 million in penalties assessed by Visa and MasterCard from Paymentech with respect to the data incident. At this time, FEI does not believe the assessments are valid and cannot reasonably estimate FEI’s ultimate liability, if any, , which could be material. An adverse ruling could result in penalties to Landry’s of $20 million plus interest dating back to 2015.

Additionally, in the past, GNOG and its third-party service providers have experienced social engineering, phishing, malware, threatened denial-of-service and similar attacks, none of which to date has been material to GNOG’s business; however, such attacks could in the future have a material adverse effect on GNOG’s operations and third-party service providers. GNOG has in the past incurred, and may in the future incur, losses from various types of financial fraud, including use of stolen or fraudulent credit card data, claims of unauthorized payments by a user and attempted payments by users with insufficient funds. Bad actors use increasingly sophisticated methods to engage in illegal activities involving sensitive financial information, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card details, bank account information and mobile phone numbers and accounts. Under current credit card practices, GNOG may be liable for use of funds on GNOG’s platform with fraudulent credit card data, even if the associated financial institution approved the credit card transaction.

Although FEI is still evaluating the extent of the financial impact on FEI, such breaches may cause FEI to incur significant expenses and potential liability exposure to credit card issuing banks in excess of FEI’s insurance coverage, if any, which could have a material adverse impact on FEI’s financial condition and results of operations. In addition, such breaches may result in civil claims or proceedings brought by customers on an individual or class basis that, if determined adversely, may result in additional expenses and liability exposure in excess of FEI’s insurance coverage, if any, which also could have a material adverse impact on FEI’s financial condition and results of operations. Further, adverse publicity resulting from such incidents may result in material adverse revenue consequences for FEI and FEI’s restaurants. Although FEI has implemented new enhanced security measures, including end-to-end encryption, and FEI continues to evaluate FEI’s cybersecurity policies, practices and products to mitigate the risk of future incidents, FEI can provide no assurance that such events will not occur in the future.

FEI’s obligation to fund multi-employer health and welfare plans and defined benefit pension plans may have an adverse impact on FEI.

FEI contributes to and participate in various multi-employer health and welfare plans and multi-employer defined benefit pension plans for employees represented by certain unions. FEI is required to make contributions to these plans in amounts established under collective bargaining agreements. The plans’ sponsors have not provided sufficient information to permit FEI to determine FEI’s share of unfunded vested benefits, if any. Further, FEI does not administer these plans and, generally, are not represented on the boards of trustees of these plans. FEI’s required contributions to the multiemployer defined benefit plans could increase because of a shrinking contribution base in the event of the future insolvency or withdrawal of other companies that currently contribute to these plans, the potential inability or failure of withdrawing companies to pay their withdrawal liability, low interest rates, lower than expected returns on pension fund assets or other funding deficiencies. The Pension Protection Act enacted in 2006, or the PPA, requires certain under-funded pension plans to implement funding improvement plans or rehabilitation plans consisting of benefit reductions and contribution increases if funding falls below specified thresholds. Based on the information available to FEI, at least one of the multi-

employer plans to which FEI contributes is “endangered”, as this term is defined in the PPA. If plans in which FEI participates are in “critical status” or “critical and declining status”, as such terms are defined in the PPA, benefit reductions may apply and/or FEI could be required to make additional contributions. FEI cannot determine at this time the amount of additional funding, if any, FEI may be required to make to the multiemployer pension plans. However, plan assessments could have an adverse impact on FEI’s results of operations or cash flows for a given period. Furthermore, under current law, upon the termination of a multiemployer pension plan, or in the event of a withdrawal by FEI, or a mass withdrawal or insolvency of contributing employers, FEI would be required to make payments to the plans for FEI’s proportionate share of the unfunded vested liabilities of the plans. Any termination of a multiemployer plan, or mass withdrawal or insolvency of contributing employers, could require FEI to contribute an amount under a plan of rehabilitation or surcharge assessment that could have a material adverse impact on FEI’s consolidated financial condition, results of operations and cash flows.

Labor shortages or increases in labor costs could slow FEI’s growth or harm FEI’s business.

FEI’s success depends in part upon FEI’s ability to attract, motivate and retain a sufficient number of qualified employees, including, for FEI’s restaurants business, regional operational managers and regional chefs, restaurant general managers and executive chefs, necessary to continue FEI’s operations and keep pace with FEI’s growth and, for FEI’s gaming business, qualified executives, managers and skilled employees with gaming industry experience and qualifications to obtain the requisite licenses. Qualified individuals that FEI needs to fill these positions are in short supply and competition for these employees is intense. If FEI is unable to recruit and retain sufficient qualified individuals, FEI’s business and FEI’s growth could be adversely affected. Competition for qualified employees could require FEI to pay higher wages, which could result in higher labor costs. In addition, many of FEI’s restaurant personnel are hourly workers subject to various minimum wage and overtime requirements or changes to tip credits. Mandated increases in minimum wage levels and changes to the tip credit, which are the amounts an employer is permitted to assume an employee receives in tips when calculating the employee’s hourly wage for minimum wage compliance purposes, have recently been and continue to be proposed and implemented at both federal and state government levels. FEI anticipates that additional legislation will be enacted in future periods.

The Patient Protection and Affordable Care Act of 2010 (the “PPACA”) requires FEI to offer health coverage to nearly all of FEI’s workforce defined as “full time employees” by the PPACA and meet certain requirements in order to avoid financial penalties The legislation imposes implementation effective dates that began in 2010 and extend through 2020, and many of the changes require additional guidance from government agencies or federal regulations. The requirements to provide health insurance benefits to employees could have an adverse effect on FEI’s results of operations and financial position. If FEI’s labor costs increase, FEI’s results of operations will be negatively affected.

Various states in which FEI operates are also considering or have already adopted new immigration laws, and the U.S. Congress and Department of Homeland Security from time to time consider or implement changes to Federal immigration laws, regulations or enforcement programs as well. Some of these changes may increase FEI’s obligations for compliance and oversight, which could subject FEI to additional costs and make FEI’s hiring process more cumbersome, or reduce the availability of potential employees. Although FEI requires all workers to provide FEI with government-specified documentation evidencing their employment eligibility, some of FEI’s employees may, without FEI’s knowledge, be unauthorized workers. Unauthorized workers are subject to deportation and may subject FEI to fines or penalties, and if any of FEI’s workers are found to be unauthorized FEI could experience adverse publicity that negatively impacts FEI’s brand and may make it more difficult to hire and keep qualified employees. Termination of a significant number of employees that unbeknownst to FEI were unauthorized employees may disrupt FEI’s operations, cause temporary increases in FEI’s labor costs as FEI trains new employees and result in additional adverse publicity. FEI’s financial performance could be materially harmed as a result of any of these factors.

The COVID-19 pandemic has had a material adverse effect on FEI’s business, financial condition, results of operations and cash flows, and may continue to do so for an extended period of time and may worsen, and future outbreaks, epidemics and pandemics, whether or not related to COVID-19, could impact FEI’s ability to operate and may have a material adverse effect on FEI’s business, financial condition, results of operations and cash flows in the future.

The global spread and unprecedented impact of COVID-19 are complex and rapidly evolving. The COVID-19 pandemic has led governments and other authorities around the world to impose or recommend measures intended to control its spread, including travel bans, business and school closures, quarantines, “stay-at-home” orders and implementation of other social distancing measures. FEI faces several risks arising from the COVID-19 pandemic, including with respect to macroeconomic impacts and well as the potential

direct impact of the virus on FEI’s employees and operations. Moreover, future outbreaks, epidemics and pandemics, whether or not related to COVID-19, could impact FEI’s ability to operate and may have a material adverse effect on FEI’s business, financial condition, results of operations and cash flows in the future.

The COVID-19 pandemic has also caused substantial uncertainty about the strength of the U.S. economy, which may currently be in a recession and has experienced rapid increases in unemployment rates. If the COVID-19 pandemic and economic consequences thereof, including high unemployment rates, persist for a prolonged period of time, the resulting reductions in consumers’ disposable income could have an adverse effect on FEI’s business. FEI expects that the longer the pandemic continues, and if repeat, resurgent or cyclical outbreaks of the virus beyond the one being currently experienced occur, the more likely it is that the pandemic may have an adverse effect on FEI’s business and, consequently, FEI’s results of operations and financial condition.

On March 11, 2020, the WHO declared the COVID-19 outbreak to be a global pandemic. The global spread of COVID-19 has been, and continues to be, complex and rapidly evolving, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as travel restrictions and bans, social distancing, quarantine or shelter-in-place directives, limitations on the size of gatherings, closures of non-essential businesses and cancellation of events, including sporting events, concerts, conferences and meetings. The COVID-19 pandemic and its consequences have also significantly reduced travel and demand for restaurant, gaming, entertainment and related amenities. Certain markets where FEI operates were among the hardest to be affected by the COVID-19 pandemic in the United States.

The prevailing trends in consumer demand and discretionary spending make it extremely difficult to estimate FEI’s levels of revenues following the COVID-19 pandemic. Government and health authorities may also implement new or extend existing restrictions, impose restrictions on travel and business operations and advise or require individuals to limit time spent outside of their homes, potentially interrupting FEI’s business. In addition, governmental authorities and gaming regulators may impose restrictions on FEI’s facilities and future operations, which will result in reduced offerings arising from the reconfiguration of FEI’s spaces, limitations on the number of customers present in FEI’s facilities, implementation of additional health and safety measures, restrictions on food and beverage outlets and limits on concerts, conventions or special events that would otherwise attract customers to FEI’s facilities. FEI may also face liabilities and challenges if FEI fails to comply with such new restrictions and if FEI is unable to ensure safe distancing on FEI’s sites, including liability as a result of governmental enforcement actions or any claims FEI receives alleging exposure to COVID-19. FEI’s leisure, hospitality and entertainment businesses depend on the gathering of large groups of people, which may further delay recovery as compared to other businesses. While the restrictions and limitations noted above may be relaxed or rolled back if and when COVID-19 abates, closures or additional limitations may also be reinstated as the pandemic continues to evolve or FEI may be subject to new restrictions as a result of new outbreaks, epidemics or pandemics in the future. The scope and timing of any such reinstatements, or any such alterations, is difficult to predict and may materially affect FEI’s operations and business in the future.

Due to the discretionary nature of business and leisure travel spending, the tourism, leisure & hospitality and gaming industries are heavily influenced by the condition of the U.S. economy and economies in other regions of the world. Unfavorable conditions in these broader economies have resulted, and may result in the future, in decreased demand for FEI’s facilities. It is not possible at this time to predict or measure the full short-term or long-term impacts of the COVID-19 pandemic, and actions taken in response to the pandemic, on global and regional economies, on demand for travel, leisure, dining, and other entertainment, or on levels of consumer confidence and economic activity generally, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending. Adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth resulting from the impact of COVID-19, will negatively affect such demand. Actions governments, businesses and individuals have taken or may take in response to the pandemic, including limiting or banning travel and/or in-person gatherings or imposing occupancy or other restrictions on FEI’s other facilities could also reduce demand for FEI’s properties or result in changes and modifications to such facilities.

There is also a risk due to the COVID-19 pandemic of short- or long-term changing behavior of individuals, including unwillingness to travel and go to restaurants, casinos, retail spaces, events and other restaurant, gaming and entertainment facilities or public spaces. Even where travel advisories and restrictions have been lifted, travel demand has been and is increasingly likely to remain weak for a significant length of time and FEI cannot predict if or when such properties and facilities will return to pre-pandemic demand or pricing.

Travel bans, quarantine requirements upon entry, and significant restrictions have been implemented on travel among the states within the U.S., as well as between the United States and specific countries. In particular, certain geographies where FEI operates have been deemed “hot spots” for purposes of many of the foregoing restrictions because they continue to experience increases in COVID-19 infections.

COVID-19 presents material uncertainty and risk with respect to FEI’s business, financial performance and condition, operating results, liquidity and cash flows. Consumer demand for restaurants, tourism, leisure & hospitality, entertainment and gaming properties are particularly sensitive to downturns in the economy, increases in unemployment, reduction in disposable income and the associated impact on discretionary spending on the kinds of leisure activities that create demand for properties such as FEI’s. FEI anticipates that there may be a reduced consumer demand during and following the COVID-19 pandemic due to continued concerns over health and safety, ongoing social distancing measures and changes in consumer spending behavior due to severely adverse economic conditions, including significant job losses, which is expected to lead to lower occupancy rates, reduced visitation and travel and additional disruptions in FEI’s business and impact FEI’s ability to generate the same level of revenues and cash flows as before the COVID-19 pandemic or achieve profitable operations, or generate sufficient cash flow to maintain FEI’s operations. The extent of changes in customer demand resulting from the economic downturn and/or recession, dramatically increased and widespread unemployment, reduced consumer confidence and consumer fears cannot reasonably be determined, but the impact of such factors on FEI’s business may be significant and protracted or may result in modifications to FEI’s facilities. Moreover, if COVID-19 has a prolonged effect on FEI’s business operations, such as an extended period of reduced operations, travel and limited customer capacity, such restrictions may have a material adverse effect on FEI’s business.

The extent of the effects of the COVID-19 pandemic on FEI’s business, results of operations, financial condition and cash flows is highly uncertain and will depend on numerous evolving factors that FEI may not be able to accurately predict or assess, including, but not limited to, the severity, extent and duration of the pandemic; the impact on consumer spending and economic activity more generally, including any economic recession resulting from the pandemic; the development of effective vaccines and treatments; FEI’s ability to maintain sufficient liquidity; actions governments, businesses and individuals take in response to the pandemic; and how quickly economies, travel activity and demand for restaurants, gaming, entertainment and leisure activities recovers if and when COVID-19 subsides. The impact of the COVID-19 pandemic may also have the effect of exacerbating many of the other risks described in this prospectus, such as those relating to FEI’s high level of indebtedness, FEI’s need to generate sufficient cash flows to service FEI’s indebtedness and FEI’s ability to comply with the covenants contained in the agreements that govern FEI’s indebtedness. As a result of the foregoing, FEI cannot predict the ultimate scope, duration and impact the COVID-19 pandemic, which may continue to have a material adverse impact on FEI’s business, financial condition, liquidity, results of operations (including revenues and profitability) for an extended period of time.

Finally, if a high percentage of FEI’s employees and/or a subset of its key employees and executives are infected or otherwise adversely impacted by COVID-19, FEI’s ability to continue to operate effectively may be negatively impacted.

The ultimate severity of the COVID-19 pandemic is unforeseeable and FEI cannot predict the full impact it may have on FEI’s business, results of operations and financial condition; however, the effect on FEI’s results could be material and adverse.

If FEI is unable to anticipate and react to changes in food and other costs, or obtain a seafood, beef, and other food supply in sufficient quality and quantity, FEI’s results of operations could be materially adversely affected.

FEI’s profitability is dependent on FEI’s ability to anticipate and react to increases in food, labor, employee benefits, and similar costs over which FEI has limited or no control. Specifically, FEI’s dependence on frequent deliveries of fresh seafood, meats and produce subjects FEI to the risk of possible shortages or interruptions in supply caused by adverse weather, or other conditions that could adversely affect the availability and cost of such items. For example, FEI’s beef and chicken supply were impacted as a result of the COVID-19 pandemic. FEI’s supply chain could be affected by future shutdowns or restrictions in connection with the COVID-19 pandemic or in connection with new outbreaks, epidemics or pandemics in the future. FEI’s business may also be affected by inflation. There can be no assurance that FEI will be able to anticipate and avoid any adverse effect on FEI’s profitability from increasing costs.

In the past, certain types of seafood have experienced fluctuations in availability and cost. For instance, increased demand for crab meat has caused prices for crab meat to increase. Some types of seafood have also been subject to adverse publicity due to certain levels of contamination at their source or a perceived scarcity in supply, which can adversely affect both supply and market demand.

FEI can make no assurances that in the future either seafood contamination or inadequate supplies of seafood might not have a significant and materially adverse effect on FEI’s operating results.

Risks Related to FEI’s Restaurant Group

The restaurant and hospitality industries are particularly affected by trends and fluctuations in demand and are highly competitive. If FEI is unable to successfully surmount these challenges, FEI’s business and results of operations could be materially adversely affected.

The restaurant and hospitality industries are intensely competitive and are affected by changes in consumer tastes and by national, regional, and local economic conditions and demographic trends. The performance of individual facilities may be affected by factors such as:

FEI has many well-established competitors with greater financial resources and longer histories of operation than FEI’s, including competitors already established in regions where FEI may expand, as well as competitors planning to expand in the same regions in which FEI currently operates. FEI’s competitors include national, regional, and local chains as well as local owner-operated facilities. FEI also competes with other restaurants, hospitality and retail establishments for real estate sites, personnel and acquisition opportunities.

Because many of FEI’s restaurants are concentrated in certain geographic areas, FEI’s results of operations could be materially adversely affected by regional events.

Many of FEI’s existing restaurants are concentrated in the southern half of the United States and California. The concentration in these particular regions could affect FEI’s operating results in a number of ways. For example, FEI’s results of operations may be adversely affected by economic conditions in such regions which may differ from other regions. Also, given FEI’s present geographic concentrations, adverse publicity relating to FEI’s restaurants could have a pronounced adverse effect on FEI’s overall revenues. In addition, as many of FEI’s existing restaurants are in the Gulf Coast area from Texas to Florida, FEI is particularly susceptible to damage caused by hurricanes or other severe weather conditions, the impact or frequency of which may be triggered by climate change. For example, in 2008 Hurricane Ike and, in 2017, Hurricane Harvey each struck the Gulf Coast of the United States, causing considerable damage to the cities of Galveston, Kemah and Houston, Texas and surrounding areas. Several of FEI’s restaurants in Galveston and Kemah sustained significant damage, as did the amusement rides, the boardwalk itself and some infrastructure at the Kemah Boardwalk. Similarly, FEI’s Nashville, TN restaurants experienced significant damage due to flooding in 2010. Moreover, FEI’s results of operations at a number of FEI’s Gulf Coast properties were impacted in 2010 by the BP oil spill. Adverse weather, such as heavy rains for extended periods of time or during the weekends, can have a significant impact on the results of FEI’s operations.

A lack of availability of suitable locations for new restaurants or a decline in the quality of the locations of FEI’s current restaurants may adversely affect FEI’s revenues and results of operations.

The success of FEI’s restaurants depends in large part on their location. As demographic and economic patterns change, current locations may not continue to be attractive or profitable. Possible declines in neighborhoods where FEI’s restaurants are located or adverse economic conditions in areas surrounding those neighborhoods could result in reduced revenues in those locations. In addition, desirable locations for new restaurant openings or for the relocation of existing restaurants may not be available at an

acceptable cost when FEI identifies a particular opportunity for a new restaurant or relocation. The occurrence of one or more of these events could have a significant adverse effect on FEI’s revenues and results of operations.

Changing discretionary spending patterns and general economic conditions could reduce FEI’s guest traffic and/ or average revenue per guest at FEI’s restaurants, which would have an adverse effect on FEI’s revenues.

Purchases at FEI’s restaurants are discretionary for FEI’s guests and, therefore, FEI is susceptible to economic slowdowns. In particular, FEI’s Signature Group restaurants, Del Frisco’s, Morton’s and Strip House steakhouses cater primarily to business clientele and local fine-dining guests. FEI believes that the vast majority of FEI’s weekday revenues and a substantial portion of FEI’s weekend revenues from these restaurants are derived from business people using expense accounts. Accordingly, FEI believes that FEI’s business is particularly susceptible to any factors that cause a reduction in expense account or other dining by FEI’s business clientele, many of which have suspended expenses for dining and entertainment as a result of the COVID-19 pandemic. FEI also believes that consumers generally are more willing to make discretionary purchases, including high-end restaurant meals, during periods in which favorable economic conditions prevail. Changes in spending habits as a result of a weak economic environment and reduction in consumer confidence could reduce FEI’s guest traffic, which would adversely affect FEI’s revenues.

The cost of compliance with the significant governmental regulation to which FEI is subject or FEI’s failure to comply with such regulation could materially adversely affect FEI’s results of operations.

The restaurant industry is subject to extensive state and local government regulation relating to the sale of food and alcoholic beverages and to sanitation, public health, fire and building codes, federal and state laws governing FEI’s relationships with employees (including the Fair Labor Standards Act and applicable minimum wage, overtime and tip credit requirements, family and other medical leave, working conditions, safety standards and citizenship requirements), and federal and state laws which prohibit discrimination and retaliation and other laws regulating the design and operation of facilities, such as the Americans With Disabilities Act of 1990. In addition, FEI is subject to a variety of federal, state and local laws and regulations relating to the use, storage, discharge, emission, and disposal of hazardous materials. Alcoholic beverage control regulations require each of FEI’s restaurants to apply for and obtain from state authorities a license or permit to sell alcohol on the premises.

Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations affect various aspects of daily operations of FEI’s restaurants, including minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, storage and dispensing of alcoholic beverages. In certain states, FEI may be subject to “dram shop” statutes, which generally provide a person injured by an intoxicated person the right to recover damages from the establishment that wrongfully served alcoholic beverages to the intoxicated person. FEI carries liquor liability coverage as part of FEI’s comprehensive general liability insurance, however the coverage may be insufficient to cover any damages FEI could face as a result of losing such a suit.

FEI’s operations may be impacted by changes in federal and state taxes and other federal and state governmental policies which include many possible factors such as (i) the level of minimum wages, (ii) the deductibility of business and entertainment expenses, (iii) levels of disposable income and unemployment (iv) taxes, fees, and other costs associated with providing healthcare coverage required under the PPACA; and (v) national and regional economic growth.

Difficulties or failures in obtaining required licensing or other regulatory approvals could delay or prevent the opening of a new restaurant. The suspension of, or inability to, renew a license could interrupt operations at an existing restaurant, and the inability to retain or renew such licenses would adversely affect the operations of such restaurant. FEI’s operations are also subject to requirements of local governmental entities with respect to zoning, land use and environmental factors which could delay or prevent the development of new restaurants in particular locations.

At the federal and state levels, there are from time to time various proposals and initiatives under consideration to further regulate various aspects of FEI’s business. For example new employment, healthcare or climate change regulations could increase FEI’s costs and decrease FEI’s operating profits. These and other initiatives could adversely affect FEI as well as the restaurant industry in general. In addition, seafood is harvested on a worldwide basis and, on occasion, imported seafood is subject to federally imposed import duties.

FEI’s business is subject to seasonal fluctuations, and, as a result, FEI’s results of operations for any given quarter may not be indicative of the results that may be achieved for the full fiscal year.

FEI’s business is subject to seasonal fluctuations. Historically, FEI’s highest earnings have occurred in the second and third quarters of the fiscal year, as FEI’s revenues in most of FEI’s restaurants have typically been higher during the second and third quarters of the fiscal year. As a result, results of operations for any single quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. Quarterly results have been, and in the future will continue to be, significantly impacted by the timing of new restaurant openings and their respective pre-opening costs.

FEI’s international operations subject FEI to certain external business risks that do not apply to FEI’s domestic operations.

Rainforest Cafe and Bubba Gump have license arrangements relating to the operations and development of their concepts in several foreign jurisdictions. Morton’s has certain joint venture and license agreements relating to the operation and development of its concept in several foreign jurisdictions. All such agreements include a per-unit development fee and/or restaurant royalties or a management fee. FEI’s international operations are subject to certain external business risks such as exchange rate fluctuations, import and export restrictions and tariffs, litigation in foreign jurisdictions, cultural differences, increased competition as a result of subsidies to local companies, increased expenses from inflation, political instability and the significant weakening of a local economy in which a foreign unit is located. In addition, it may be more difficult to register and protect FEI’s intellectual property rights in certain foreign countries.

Health concerns relating to the consumption of seafood, beef and other food products could affect consumer preferences and could negatively impact FEI’s results of operations.

Consumer food preferences could be affected by health concerns about the consumption of various types of seafood, beef or chicken. In addition, negative publicity concerning food quality or possible illness and injury resulting from the consumption of certain types of food, such as negative publicity concerning the levels of mercury or other carcinogens in certain types of seafood, oil contaminations of seafood, e-coli, salmonella, “mad cow” and “foot-and-mouth” disease relating to the consumption of beef and other meat products, “avian flu” related to poultry products and the publication of government, academic or industry findings about health concerns relating to food products served by any of FEI’s restaurants could also affect consumer food preferences. These types of health concerns and negative publicity concerning the food products FEI serves at any of FEI’s restaurants may adversely affect the demand for FEI’s food and negatively impact FEI’s results of operations.

In addition, FEI cannot guarantee that FEI’s operational controls and employee training will be effective in preventing food-borne illnesses, such as hepatitis A, and other food safety issues that may affect FEI’s restaurants. Food-borne illness incidents could be caused by food suppliers and transporters and, therefore, could be outside of FEI’s control. Any publicity relating to health concerns or the perceived or specific outbreaks of food-borne illnesses or other food safety issues attributed to one or more of FEI’s restaurants could result in a significant decrease in guest traffic in all of FEI’s restaurants and could have a material adverse effect on FEI’s results of operations. FEI faces the risk of litigation in connection with any outbreak of food-borne illnesses or other food safety issues at any of FEI’s restaurants. If a claim is successful, FEI’s insurance coverage may not be adequate to cover all liabilities or losses and FEI may not be able to continue to maintain such insurance, or to obtain comparable insurance at a reasonable cost, if at all. If FEI suffers losses, liabilities or loss of income in excess of FEI’s insurance coverage or if FEI’s insurance does not cover such loss, liability or loss of income, there could be a material adverse effect on FEI’s results of operations.

Legislation and regulations requiring the display and provision of nutritional information for FEI’s menu offerings, and new information or attitudes regarding diet and health or adverse opinions about the health effects of consuming FEI’s menu offerings, could affect consumer preferences and negatively impact FEI’s results of operations.

Government regulation and consumer eating habits may impact FEI’s business as a result of changes in attitudes regarding diet and health or new information regarding the health effects of consuming FEI’s menu offerings. These changes have resulted in, and may continue to result in, the enactment of laws and regulations that impact the ingredients and nutritional content of FEI’s menu offerings, or laws and regulations requiring FEI to disclose the nutritional content of and other information about FEI’s food offerings. For example, over the past decade, a number of states, counties and cities have enacted menu labeling laws requiring multi-unit restaurant operators to disclose certain nutritional information to customers, or have enacted legislation restricting the use of certain types of ingredients in restaurants. Furthermore, the PPACA established a uniform, federal requirement for restaurants that are part of

a chain of 20 or more locations, to disclose calories on their menus and to make available to consumers, upon request, a written summary of detailed nutritional information for each standard menu item.

The PPACA further permits the United States Food and Drug Administration to require covered restaurants to make additional nutrient disclosures, such as disclosure of trans fat content. An unfavorable report on, or reaction to, FEI’s menu ingredients, the size of FEI’s portions or the nutritional content of FEI’s menu items could negatively influence the demand for FEI’s offerings. In addition, inaccuracy in any of the nutritional information that FEI provides could lead to a regulatory enforcement action or potentially provide a basis for a consumer class action.

Multiple cities have recently passed and/or implemented laws that place additional taxes on sugar-sweetened beverages. Such taxes significantly increase the cost of many beverages, including, but not limited to, sodas, which presents a deterrent to consumers’ purchase and consumption of such beverages.

Compliance with current and future laws and regulations regarding the ingredients and nutritional content of FEI’s menu items is likely to be costly and time-consuming. Additionally, if consumer health regulations or consumer eating habits change significantly, FEI may be required to modify or discontinue certain menu items, and FEI may experience higher costs associated with the implementation of those changes. Additionally, some government authorities are increasing regulations regarding trans-fats and sodium, which may require FEI to provide warning labels next to menu items that contain high levels or sodium, or to limit or eliminate trans-fats and sodium from FEI’s menu offerings, switch to higher cost ingredients or may hinder FEI’s ability to operate in certain markets. If FEI fails to comply with these laws or regulations, FEI’s business could experience a material adverse effect.

FEI cannot make any assurances regarding FEI’s ability to effectively respond to changes in consumer health perceptions or FEI’s ability to successfully implement the nutrient content disclosure requirements and to adapt FEI’s menu offerings to trends in eating habits. The imposition of menu-labeling laws could have an adverse effect on FEI’s results of operations and financial position, as well as the restaurant industry in general.

Risks Related to FEI’s Gaming Group

FEI faces significant competition from other gaming operations, including Native American gaming facilities, which could have a material adverse effect on FEI’s future operations.

The gaming industry is intensely competitive, and FEI faces a high degree of competition in the markets in which FEI currently operates and in which FEI plans to operate. FEI has numerous competitors, including land-based casinos, dockside casinos, riverboat casinos, casinos located on racing, pari-mutuel operations or Native American-owned lands and video lottery and poker machines not located in casinos. Some of FEI’s competitors may have better name recognition, marketing and financial resources than FEI does; competitors with more financial resources may therefore be able to improve the quality of, or expand, their gaming facilities in a way that FEI may be unable to match. Legalized gaming is currently permitted in various forms throughout the United States. Certain states have recently legalized, and other states are currently considering legalizing land-based and online gaming. FEI’s gaming facilities compete directly with other gaming properties in Nevada, Louisiana, New Jersey and Mississippi. FEI’s casinos attract customers from throughout the United States. In addition, there is no limit on the number of gaming licenses that may be granted in several of the markets in which FEI operates. As a result, new gaming licenses could be awarded in these markets, which could allow new gaming operators to enter FEI’s markets that could have an adverse effect on FEI’s operating results. Other changes in legislation could have an adverse effect on FEI’s results of operations. FEI’s continued success depends upon drawing customers from each of these geographic markets. FEI expects competition to increase as new gaming operators enter FEI’s markets, existing competitors expand their operations, gaming activities expand in existing jurisdictions and gaming is legalized in new jurisdictions. FEI cannot predict with any certainty the effects of existing and future competition on FEI’s operating results.

FEI also competes with other forms of legalized gaming and entertainment such as online computer gambling, internet gaming, video poker, bingo, pull tab games, card parlors, sports books, “cruise-to-nowhere” operations, pari-mutuel or telephonic betting on horse racing and dog racing, state-sponsored lotteries, jai-alai, and, in the future, may compete with gaming at other venues. In addition, FEI competes more generally with other forms of entertainment for the discretionary spending of FEI’s customers.

Competition from gaming operations in states bordering the states in which FEI operates, or from other localities in the states where FEI operates, may impact the financial results of FEI’s gaming operations.

Gaming competition is intense in most of the markets where FEI operates. Recently, there has been additional significant competition in FEI’s markets as a result of the upgrading or expansion of properties by existing market participants, the entrance of new gaming participants into a market or legislative changes permitting additional forms of gaming in states bordering the states in which FEI operates, or from other localities in the states where FEI operates. As competing properties and new markets open, FEI’s results of operations may be negatively impacted. Legalization of gaming in jurisdictions closer to these geographic markets other than the jurisdictions in which FEI’s facilities are located would have a material adverse effect on FEI’s operating results. For example, other jurisdictions, including states in close proximity to jurisdictions where FEI currently has operations, have considered and may consider legalizing casino gaming and other forms of competition. In particular, the increase in the number of gaming licenses available in Louisiana or the legalization of casino gaming in the states from which FEI attracts customers, could have a substantial negative effect on FEI’s business. For instance, some form of gaming initiative has been raised repeatedly in the Texas state legislature since at least 1991. An increased interest in gambling in the State of Texas, or a greater willingness to expand or legalize gaming in the State of Texas, could lead to increased competition and have a substantial negative effect on FEI’s business. In Atlantic City, legislation was signed in 2011 permitting developers to build small 20,000 square foot casinos at hotels with at least 200 rooms, which may further increase competition in Atlantic City. In 2016, a statewide referendum was defeated that would have allowed an expansion of casino gaming in New Jersey. The proponents of that legislation have indicated a desire to again introduce a referendum that would allow such expansion. Competition from gaming operations in states bordering the states in which FEI operates, or from other localities in the states where FEI operates, may impact the financial results of FEI’s gaming operations.

FEI is subject to extensive regulation from gaming and other regulatory authorities that could adversely affect FEI.

Licensing requirements.  As owners and operators of gaming facilities, FEI is subject to extensive state and local regulation. State and local authorities require FEI and FEI’s subsidiaries to demonstrate suitability to obtain and retain various licenses and require that FEI has registrations, permits and approvals to conduct gaming operations. The regulatory authorities in the jurisdictions in which FEI operates have very broad discretion with regard to their regulation of gaming operators, and may for a broad variety of reasons and in accordance with applicable laws, rules and regulations, limit, condition, suspend, fail to renew or revoke a license to conduct gaming operations or prevent FEI from owning the securities of any of FEI’s gaming subsidiaries, or prevent other persons from owning an interest in FEI or doing business with FEI. FEI may also be deemed responsible for the acts and conduct of FEI’s employees. Substantial fines or forfeiture of assets for violations of gaming laws or regulations may be levied against FEI, FEI’s subsidiaries and the persons involved, and some regulatory authorities have the ability to require FEI to suspend FEI’s operations. The suspension or revocation of any of FEI’s licenses or FEI’s operations or the levy on FEI or FEI’s subsidiaries of a substantial fine would have a material adverse effect on FEI’s business.

To date, FEI has demonstrated suitability to obtain and have obtained all governmental licenses, registrations, permits and approvals necessary for FEI to operate FEI’s existing gaming facilities and FEI is not aware of any facts that, if known to the regulators, would result in the denial, limitation, condition, suspension or revocation of a gaming license. FEI cannot assure you that FEI will be able to retain these licenses, registrations, permits and approvals or that FEI will be able to obtain any new ones in order to expand FEI’s business, or that FEI’s attempts to do so will be timely. Like all gaming operators in the jurisdictions in which FEI operates, FEI must periodically apply to renew FEI’s gaming licenses and have the suitability of certain of FEI’s directors, officers and employees approved. FEI cannot assure you that FEI will be able to obtain such renewals or approvals, including in connection with the proposed Business Combination.

FEI is also subject to a variety of other federal, state and local laws, rules, regulations and ordinances that apply to non-gaming businesses, including zoning, environmental, construction and land-use laws and regulations governing the serving of alcoholic beverages. Under various federal, state and local laws and regulations, an owner or operator of real property may be held liable for the costs of removal or remediation of certain hazardous or toxic substances or wastes located on its property, regardless of whether or not the present owner or operator knows of, or is responsible for, the presence of such substances or wastes. FEI has not identified any issues associated with FEI’s properties that could reasonably be expected to have a material adverse effect on FEI or the results of FEI’s operations. It is possible that historical or neighboring activities have affected one or more of FEI’s properties and that, as a result, environmental issues could arise in the future, the precise nature of which FEI cannot now predict. The coverage and attendant compliance costs associated with these laws, regulations and ordinances may result in future additional costs.

Regulations adopted by the Financial Crimes Enforcement Network of the U.S. Treasury Department require FEI to report currency transactions in excess of $10,000 occurring within a gaming day, including identification of the patron by name and social security number. U.S. Treasury Department regulations also require FEI to report certain suspicious activity, including any transaction that exceeds $5,000 if FEI knows, suspect or have reason to believe that the transaction involves funds from illegal activity or is designed to evade federal regulations or reporting requirements. Substantial penalties can be imposed against FEI if FEI fails to comply with these regulations.

From time to time, legislators and special interest groups have proposed legislation that would expand, restrict or prevent gaming operations in the jurisdictions in which FEI operates. In addition, from time to time, certain anti-gaming groups have challenged constitutional amendments or legislation that would limit FEI’s ability to continue to operate in those jurisdictions in which these constitutional amendments or legislation have been adopted.

State and local authorities raise a significant amount of revenue through taxes and fees on gaming activities. FEI believes that the prospect of significant revenue is one of the primary reasons that jurisdictions permit legalized gaming. As a result, gaming companies are typically subject to significant taxes and fees in addition to normal federal, state, local and provincial income taxes, and such taxes and fees are subject to increase at any time. FEI pays substantial taxes and fees with respect to FEI’s operations. From time to time, federal, state, local and provincial legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. Any material increase, or the adoption of additional taxes or fees, could have a material adverse effect on FEI’s future financial results.

A change in Louisiana law allowing for additional riverboat gaming licenses could increase competition in the Lake Charles gaming market.

The license relating to the Golden Nugget Lake Charles facility was the fifteenth and final riverboat gaming license available under current Louisiana law. As a result, there are significant barriers to entry into the Lake Charles gaming market. Louisiana law could, however, change to allow for additional riverboat gaming licenses. If additional riverboat gaming licenses were to be granted or an existing Louisiana riverboat gaming licensee was granted approval to move to Lake Charles, such increased competition in the Lake Charles gaming market could have a material adverse effect on FEI’s operating results.

FEI’s business may be adversely affected by legislation prohibiting tobacco smoking.

Legislation in various forms to ban indoor tobacco smoking has been enacted or introduced in many states and local jurisdictions. If additional restrictions on smoking are enacted in jurisdictions in which FEI operates, FEI could experience a significant decrease in gaming revenue and particularly, if such restrictions are not applicable to all competitive facilities in that gaming market, FEI’s business could be materially adversely affected.

Atlantic City property tax valuations and market declines have created stress on Atlantic City’s ability to manage its finances and have created uncertainty about Atlantic City’s fiscal solvency.

In recent years, real property tax valuations and assessments of Atlantic City casinos have been significantly reduced as a result of various N.J. Tax Court proceedings involving casino properties. In May 2016, New Jersey enacted the Casino Property Tax Stabilization Act (the “NJ PILOT Law”) that commenced in January 2017 which exempts Atlantic City gaming properties from ad valorem property taxation and requires these gaming properties to make to make annual payment in lieu of tax payments (“PILOT Payments”) to the City of Atlantic City, and other payments to the State of New Jersey to assist in the stabilization of Atlantic City finances. For each year from 2017 through 2021, each casino gaming property’s prorated share of PILOT Payments is capped (the “PILOT Cap”) at an amount equal to the real estate taxes due and payable in calendar year 2015, which is calculated based upon the assessed value of the casino gaming property for real estate tax purposes and tax rate. As a result of the expiration of FEI’s PILOT Cap, after 2021, FEI’s PILOT Payments are expected to increase. If Atlantic City is unable to maintain fiscal stability it could have an adverse impact on the Atlantic City casino industry including FEI’s Golden Nugget Atlantic City property.

FEI may not be able to successfully expand to new locations or recover FEI’s investment in new properties, which would adversely affect FEI’s operations and available resources.

FEI regularly evaluates opportunities for growth through development of gaming operations in existing or new markets, through acquiring or managing other gaming and entertainment facilities or through redeveloping FEI’s existing facilities. The expansion of FEI’s operations, whether through acquisitions, development, management contracts or internal growth, could divert management’s attention and could also cause FEI to incur substantial costs, including legal, professional and consulting fees. To the extent that FEI elects to pursue any new gaming acquisition, management or development opportunity, FEI’s ability to benefit from FEI’s investment will depend on many factors, including:

Many of these factors are beyond FEI’s control. As a result of these and other considerations, FEI cannot be sure that FEI will be able to recover FEI’s investments in any new gaming development or management opportunities or acquired facilities, or successfully expand to additional locations.

FEI may experience construction delays and cost overruns in connection with or during expansion or development projects that could adversely affect FEI’s operations.

From time to time FEI may commence construction projects at FEI’s properties. FEI also evaluates expansion opportunities as they become available and FEI may in the future engage in construction projects. Construction projects entail significant risks, which can substantially increase costs or delay completion of a project. Such risks include shortages of materials or skilled labor, unforeseen engineering, environmental or geological problems, work stoppages, weather interference and unanticipated cost increases. Most of these factors are beyond FEI’s control. In addition, difficulties or delays in obtaining any of the requisite licenses, permits or authorizations from regulatory authorities can increase the cost or delay the completion of an expansion or development. Significant budget overruns or delays with respect to expansion and development projects could adversely affect FEI’s results of operations.

There are significant risks associated with major construction projects that may prevent completion on time and within FEI’s estimated budget.

Major construction and development projects are subject to significant development and construction risks, including the following:

The occurrence of any of these development and construction risks could increase the total costs, or delay or prevent the construction or opening or otherwise affect the design and features, which could materially adversely affect FEI’s plan of operations, financial condition and ability to satisfy FEI’s debt obligations.

Inclement weather and other conditions could seriously disrupt FEI’s business and have a material, adverse effect on FEI’s financial condition and results of operations.

The operations of FEI’s facilities are subject to disruptions or reduced patronage as a result of severe weather conditions, natural disasters and other casualties. Because several of FEI’s gaming operations are located on or adjacent to bodies of water, these facilities are subject to risks in addition to those associated with other casinos, including loss of service due to casualty, forces of nature, mechanical failure, extended or extraordinary maintenance, flood, tropical storms, hurricanes or other severe weather conditions and other disasters. FEI cannot be sure that the proceeds from any future insurance claim will be sufficient to compensate FEI if one or more of FEI’s casinos experience a closure.

The Golden Nugget Laughlin is subject to risks of flooding.

The Golden Nugget Laughlin is located on the banks of the Colorado River and is subject to risks of flooding. The property has approximately 600 feet of river frontage, a large portion of which is located less than 30 feet from the river’s established high water mark. Although the Colorado River is a controlled waterway managed by the Federal Bureau of Reclamation, in the past, the river has risen above the established high water mark. In 1985, increased river levels lead to flooding of the first floor at the property on which the Golden Nugget Laughlin is located, requiring substantial reconstruction of the property’s foundation and causing business disruption due to closure of the restaurant on the first floor during the reconstruction. Although a higher seawall has subsequently been constructed at the property and FEI continues to maintain flood insurance, significant flooding at the Golden Nugget Laughlin could have a material adverse effect on FEI’s business, financial condition and results of operations.

Golden Nugget Lake Charles, Golden Nugget Biloxi and Golden Nugget Atlantic City are vulnerable to hurricanes and tropical storms.

Golden Nugget Lake Charles, Golden Nugget Biloxi and Golden Nugget Atlantic City are located in areas vulnerable to hurricanes and tropical storms. Hurricanes and tropical storms have impacted these areas in the past, and may cause property damage and travel disruptions. In addition, hurricanes and tropical storms could have a negative impact on local economies, which could reduce customer demand for the leisure activities FEI offers and may adversely affect FEI’s revenues and operating cash flow, which

could, in turn, have a material adverse effect on FEI’s business, financial condition and results of operations. In 2012, Hurricane Sandy caused disruption to Golden Nugget Atlantic City and in 2020, Hurricane Laura caused significant damage to and disruption to the operations of Golden Nugget Lake Charles and Hurricane Zeta caused damage and disruption in the operations of Golden Nugget Biloxi. Even if such events do not affect or damage FEI’s properties directly, disruptions in city services or the imposition of curfews could have a material adverse effect on FEI’s operations at such properties.

Work stoppages, organizing drives and other labor problems could negatively impact FEI’s future profits.

Some of FEI’s Las Vegas and Atlantic City employees are currently represented by labor unions or have begun organizing a drive for labor union representation. Labor unions are making a concerted effort to recruit more employees in the gaming industry. In addition, organized labor may benefit from new legislation or legal interpretations. FEI cannot provide any assurance that FEI will not experience additional or more successful union activity in the future. Additionally, lengthy strikes or other work stoppages at any of FEI’s casino properties or construction projects could have an adverse effect on FEI’s business and result of operations.

The concentration and evolution of the slot machine manufacturing industry could impose additional costs on FEI.

A large majority of FEI’s revenues are attributable to slot machines at FEI’s casinos. It is important, for competitive reasons, that FEI offers the most popular and up-to-date slot machine games, with the latest technology to FEI’s customers.

In recent years, slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games, instead requiring participating lease arrangements. Generally, a participating lease is substantially more expensive over the long-term than the cost to purchase a new slot machine.

For competitive reasons, FEI may be forced to purchase new slot machines, slot machine systems, or enter into participating lease arrangements that are more expensive than FEI’s current costs associated with the continued operation of FEI’s existing slot machines. If the newer slot machines do not result in sufficient incremental revenues to offset the increased investment and participating lease costs, it could adversely affect FEI’s profitability.

FEI’s officers, directors and key employees are required to be licensed or found suitable by gaming authorities and the loss of, or inability to obtain, any licenses or findings of suitability may have a material adverse effect on FEI.

FEI’s officers, directors and key employees are required to file applications with the gaming authorities in the State of Louisiana, the State of Nevada, Clark County, Nevada, the State of New Jersey, the State of Mississippi and the City of Las Vegas, and are required to be licensed or found suitable by these gaming authorities. If any of these gaming authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with FEI, FEI would have to sever all relationships with that person and require redemption of such person’s interest in FEI. Furthermore, the gaming authorities may require FEI to sever any relationship and terminate the employment of any person who refuses to file the appropriate applications. A failure to do so could result in the condition, suspension or revocation of FEI’s gaming license and, therefore significantly impair FEI’s gaming operations.

Theoretical win rates for FEI’s casino operations depend on a variety of factors, some beyond FEI’s control.

The gaming industry is characterized by an element of chance. Accordingly, FEI and GNOG employ theoretical win rates to help estimate what a certain type of player, on average, will win or lose in the long run. In addition to the element of chance, theoretical win rates are also affected by the spread of table limits and factors that are beyond FEI’s control, such as a player’s skill and experience, the mix of games played, the financial resources of players, the volume of bets played and the amount of time players spend on gambling. As a result of the variability in these factors, the actual win rates at FEI’s casinos or GNOG’s online gaming offerings may differ from the theoretical win rates anticipated and could result in the winnings of FEI’s gaming patrons exceeding those of FEI’s casinos or GNOG’s online gaming offerings. The variability in these factors, alone or in combination, has the potential to impact negatively FEI’s actual win rates, which may materially and adversely affect FEI’s cash flow, financial condition, plan of operations and business.

FEI faces the risk of fraud or cheating by patrons.

Players in FEI’s casinos may attempt or commit fraud or cheat in order to increase their winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with FEI’s employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. The incidence of such acts or schemes and failure to discover them in a timely manner could result in losses in FEI’s gaming operations. In addition, negative publicity related to such schemes could have an adverse effect on FEI’s reputation, thereby materially and adversely affecting FEI’s business, financial condition, plan of operations and cash flows.

Revocation of any of FEI’s liquor licenses, all of which are subject to extensive regulation, could have a material adverse effect on FEI’s gaming operations.

The sale of alcoholic beverages at FEI’s properties is subject to licensing, control and regulation by state and local agencies in Louisiana, New Jersey, Mississippi and Nevada. Subject to limited exceptions, all persons who have a financial interest in FEI’s casinos by ownership, loan or otherwise, must be disclosed in an application filed with, and are subject to investigation by, Louisiana’s and Nevada’s liquor agencies. In Mississippi, all persons who hold interests in the real property on which FEI’s casino is located, own equity interests in FEI’s casino or serve as officers or directors of FEI’s casino must be disclosed to, and are subject to investigation by, Mississippi liquor authorities. All liquor licenses are subject to annual renewal, are revocable and, except for FEI’s liquor licenses obtained from the City of Las Vegas, are not transferable. The liquor agencies have broad powers to limit, condition, suspend or revoke any liquor license. Any disciplinary action with respect to any of FEI’s liquor licenses could, and any failure to renew or revocation of FEI’s liquor licenses would, have a material adverse effect on FEI’s business.

Risks Related to GNOG’s Business and Industry

Competition within the gaming industry is intense and GNOG’s existing and potential users may be attracted to GNOG’s competitors’ offerings as well as competing forms of entertainment such as television, movies, sporting events, and other online/digital experiences. If GNOG’s offerings do not continue to be popular, GNOG’s business could be harmed.

GNOG operates in the national gaming industry, itself a subsector of the broader entertainment industry, with GNOG’s business-to-consumer offerings, including iGaming and online sports betting. GNOG users face a vast array of entertainment choices. Other forms of entertainment, such as television, movies, sporting events and land-based casinos, are more well-established and may be perceived by GNOG’s users to offer a superior customer experience. GNOG competes with these other forms of entertainment for the discretionary time and income of GNOG’s existing and potential users. If GNOG is unable to sustain sufficient interest in GNOG’s product offerings in comparison to other forms of entertainment, including new forms of entertainment, GNOG’s business may suffer.

The specific industries in which GNOG operates are characterized by dynamic customer demand and technological advances, and there is intense competition among online gaming and interactive entertainment providers. Several established, well-financed companies producing online gaming and/or interactive entertainment products and services compete with GNOG’s offerings, and other well-capitalized companies may introduce competitive services. Such competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than GNOG’s, which could negatively impact its business. GNOG’s competitors may also develop products, features, or services that are similar to GNOG’s or that achieve greater market acceptance. Furthermore, new competitors, whether licensed or not, may enter the online gaming industry. There has also been considerable consolidation among competitors in the entertainment and gaming industries and such consolidation and future consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products, gain a larger market share, expand offerings and broaden their geographic scope of operations. If GNOG is not able to maintain or improve its market share, or if its offerings lose popularity, its business could suffer.

GNOG may experience fluctuations in its operating results, which make its future results difficult to predict and may cause its operating results to fall below expectations.

GNOG’s financial results have fluctuated in the past and it expects its financial results to fluctuate in the future. These fluctuations may be due to a variety of factors, some of which are outside of its control and may not fully reflect the underlying performance of its business.

GNOG’s financial results in any given period may be influenced by numerous factors, many of which it is unable to predict or are outside of its control, including the impact of seasonality, customer betting results, and the other risks and uncertainties set forth herein. Consumer engagement in GNOG’s iGaming and online sports betting services may decline or fluctuate as a result of a number of factors, including the user’s level of satisfaction with GNOG’s platforms, GNOG’s ability to improve and innovate, GNOG’s ability to adapt its platform, outages and disruptions of online services, the services offered by its competitors, its marketing and advertising efforts or declines in consumer activity generally as a result of economic downturns, among others. Any decline or fluctuation in the recurring portion of GNOG’s business may have a negative impact on its business, financial condition, results of operations or prospects.

In GNOG’s iGaming offering, operator losses can at times be limited per stake to a maximum payout, but there is content where the max win exposure is uncapped due to features in the game that can potentially trigger more significant wins. When looking at bets across a period of time, however, these losses can potentially be significant. GNOG’s financial results may also fluctuate based on whether it pays out any jackpots to its iGaming users during the relevant period. As part of GNOG’s iGaming offering, it offers progressive jackpot games. Each time a progressive jackpot game is played, a portion of the amount wagered by the user is contributed to the jackpot for that specific game or group of games. Once a jackpot is won, the progressive jackpot is reset with a predetermined base amount. While GNOG maintains a provision for these progressive jackpots, the cost of the progressive jackpot payout would be a cash outflow for GNOG’s business in the period in which it is won with a potentially significant adverse effect on its financial condition and cash flows. Because winning is underpinned by a random algorithm, GNOG cannot predict with absolute certainty when a progressive jackpot payout will be incurred. In addition, GNOG does not insure against random outcomes or jackpot wins.

GNOG relies on information technology and other systems and platforms, and any failures, errors, defects or disruptions in such systems or platforms could diminish its brand and reputation, subject GNOG to liability, disrupt its business, affect its ability to scale its technical infrastructure and adversely affect its operating results and growth prospects. GNOG’s online gaming offerings, software applications and systems, and the third-party platforms upon which they are made available could contain undetected errors.

GNOG’s technology infrastructure is provided by third party providers critical to the performance of its platform and offerings. For example, GNOG’s back-end platform, which is critical to the performance of GNOG’s platform and offering, is provided by NYX Digital Gaming (USA), LLC (“NYX”), a subsidiary of Scientific Games Corporation. GNOG’s agreement with NYX provides for an initial four-year term for each state in which GNOG conducts business, subject to optional one-year renewals thereafter unless either party elects to otherwise terminate. GNOG pays NYX a fee based on a percentage of net gaming revenue, plus certain fixed costs. Further, technology provided by Ezugi NJ LLC (“Ezugi”), an affiliate of Evolution Malta Limited (“Evolution”), is critical to the performance of GNOG’s Live Dealer offering. GNOG’s agreement with Ezugi provides for a term through August 2021, and upon expiration, GNOG has an agreement with Evolution to continue to obtain Live Dealer technology for an additional five years thereafter. Under both the Ezugi and Evolution agreements, GNOG pays a fee based on a percentage of net gaming revenue generated by GNOG’s own offering and, in some instances, generated by third parties utilizing GNOG’s live studio, plus certain fixed costs. These third party providers’ systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be detrimental to GNOG’s business. The third parties on which GNOG relies provide resources for network and data security to protect GNOG’s systems and data. GNOG cannot assure with certainty that the measures it and such third parties take to prevent or reduce the likelihood of cyber-attacks, protect their systems, data and user information, to prevent outages, to prevent data or information loss and fraud, and to prevent or detect security breaches, will provide absolute security. GNOG has experienced, and it may in the future experience, website disruptions, outages and other performance problems resulting from a variety of factors, including internet and application connection issues, infrastructure failure and changes, human or software errors and capacity constraints. Such disruptions have not had a material impact on GNOG to date; however, future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with its computer systems and technological infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which could materially adversely affect GNOG’s business, financial condition, results of operations and business prospects.

Some of GNOG’s third party platforms and systems are not fully redundant, and disaster recovery planning may not be sufficient for all eventualities. GNOG’s and its third-party service providers’ disaster recovery do not offer full offsite failover recovery, which could result in GNOG’s operations and offerings being offline for a period of time to sufficiently recover any impacted third-party infrastructure and recover the latest available data, as well as any time required to receive the required regulatory approvals. GNOG’s live dealer studio connectivity and technical infrastructure is owned and operated by GNOG; however, the data center and key

services such as security and access, surveillance, network and connectivity, electricity and cooling are provided by third parties. These third-party providers have experienced issues in the past and any such issues in the future could have a material impact on the ability of GNOG to provide live dealer services to GNOG and its partner customers. Any such material impact could result in a material effect to GNOG’s revenues and partner customer confidence in GNOG’s ability to provide reliable live dealer services. Any such loss of partner customer confidence could result in such partner customers moving to competitor live dealer services and studios.

GNOG relies on facilities, components, and services supplied by third parties, including data center facilities and cloud storage services. If these third parties cease to provide the facilities or services, experience operational interference or disruptions, breach their agreements with GNOG, fail to perform their obligations and meet GNOG’s expectations, or experience a cybersecurity incident, GNOG’s operations could be disrupted or otherwise negatively affected. Any such disruption or negative impact could result in an extensive interruption in GNOG’s operations and damage to GNOG’s reputation and brand, materially and adversely affecting GNOG’s business. GNOG does not carry business interruption insurance sufficient to compensate GNOG for all losses that may result from interruptions in GNOG’s service as a result of systems failures and other events.

Additionally, GNOG’s offerings may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after their launch. If a particular offering is unavailable when users attempt to access it, or navigation through GNOG’s platforms is slower than they expect, users may be unable to place their iGaming or sports betting wagers in time and may be less likely to return to GNOG’s platforms as frequently, if at all. Furthermore, programming errors, defects and data corruption could disrupt GNOG’s operations, adversely affect the experience of its users, harm its brand perception, cause its users to stop utilizing GNOG’s platforms, divert its resources and delay market acceptance of its offerings, any of which could result in legal liability to it or harm its business, financial condition, results of operations and business prospects.

If GNOG’s user base and engagement continue to grow, and the amount and types of offerings continue to grow and evolve, it will need to allocate an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy its users’ needs. Such infrastructure expansion may be complex, and unanticipated delays in completing expansion projects may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of its offerings. In addition, there may be issues related to this infrastructure that are not detected during the testing phases of design and implementation, which may only become evident after GNOG has started to fully use the underlying equipment or software, that could further degrade the user experience or increase GNOG’s costs. As such, GNOG could fail to continue to effectively scale and grow its technical infrastructure to accommodate increased demands.

GNOG believes that if its users have a negative experience with its offerings, or if its brand or reputation is negatively affected, users may be less inclined to continue utilizing its products or recommend its platform to other potential users. As such, a failure or significant interruption in its service would harm its brand’s reputation, business prospects and operating results.

GNOG relies on third-party providers to validate the identity and location of GNOG’s users, and if such providers fail to accurately confirm user information or GNOG does not maintain business relationships with them, GNOG’s business, financial condition and results of operations could be adversely affected.

GNOG cannot guarantee that the third-party geolocation and identity verification systems that GNOG relies on will perform effectively. GNOG relies on these geolocation and identity verification systems to ensure GNOG follows certain laws and regulations, and any service disruption to those systems would prohibit GNOG from operating its platform and would adversely affect GNOG’s business. Additionally, incorrect or misleading geolocation and identity verification data with respect to current or potential users received from third-party service providers may result in GNOG inadvertently allowing access to its offerings to individuals who are not permitted to access them, or otherwise inadvertently deny access to individuals who are permitted access them, in each case based on inaccurate identity or geographic location determination. GNOG’s third-party geolocation services provider relies on its ability to obtain information necessary to determine geolocation from mobile devices, operating systems, and other sources. Changes, disruptions or temporary or permanent failure to access such sources by GNOG’s third-party service providers may result in their inability to accurately determine the location of GNOG’s users. Moreover, failure to maintain GNOG’s existing contracts with third-party service providers, or to replace them with equivalent third parties, may result in GNOG’s inability to access geolocation and identity verification data necessary for GNOG’s operations. If any of these risks materializes, GNOG may be subject to disciplinary action, fines, lawsuits, and GNOG’s business, financial condition and results of operations could be adversely affected.

GNOG’s platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict GNOG’s ability to provide its offerings.

GNOG’s internal and third-party platforms contain software modules licensed to it by third-party authors under “open source” licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise GNOG’s platform.

Some open source licenses contain requirements that GNOG and its third-party providers make available source code for modifications or derivative works GNOG and its third-party providers create, or that GNOG or its third-party providers grant other licenses to their proprietary software, based upon the type of open source software GNOG and its third-party providers use. If GNOG comingles any in-house software with open source software in a certain manner, GNOG and its third-party providers could, under certain open source licenses, be required to release their proprietary source code to the public. This would enable GNOG’s competitors to create similar offerings at a lower economic cost and ultimately could result in a loss of GNOG’s competitive advantages. Alternatively, to avoid the public release of the affected portions of GNOG’s source code, GNOG could be required to expend substantial time and resources to reengineer some or all of GNOG’s software.

Although GNOG monitors its use of open source software to avoid subjecting GNOG’s platform to conditions it does not intend, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on GNOG’s ability to provide or distribute GNOG’s platform. In the past there have been claims challenging the ownership of open source software against companies that incorporate open source software into their solutions. As such, GNOG could be subject to lawsuits by parties claiming infringement of intellectual property rights in what GNOG believes to be open source software. Moreover, GNOG cannot assure that GNOG’s processes for controlling the use of open source software in GNOG’s platform will be effective. If GNOG is determined to have breached or failed to fully comply with all the terms and conditions of an open source software license, GNOG could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing its offerings on terms that are not economically feasible, to re-engineer GNOG’s platform, to discontinue or delay the provision of its offerings if re-engineering could not be accomplished on a timely basis or to make generally available, proprietary source code, any of which could adversely affect its business, financial condition and results of operations.

GNOG relies on third-party payment processors to process deposits and withdrawals made by customers on GNOG’s platform, and if GNOG cannot manage GNOG’s relationships with such third parties and other payment-related risks, GNOG’s business, financial condition and results of operations could be adversely affected.

GNOG relies on a limited number of third-party payment processors to process deposits and withdrawals made by customers on GNOG’s platform. If any of GNOG’s third-party payment processors terminates its relationship with it or refuses to renew its agreement with it on economically reasonable terms, GNOG would be forced to find an alternative payment processor, and may not be able to secure favorable terms or replace such payment processor in a timely manner. Further, the software and services provided by GNOG’s third-party payment processors may not meet GNOG’s expectations, contain errors or other defects, be compromised or experience outages. Any of these risks could cause GNOG to lose its ability to accept online payments or other payment transactions or make timely payments to users on GNOG’s platform, any of which could make GNOG’s platform less well perceived by the market and adversely affect its ability to attract and retain its users.

Nearly all of GNOG’s payments are made by credit card, debit card or through other third-party payment services, which subjects GNOG to certain regulations, contractual obligations and to the risk of fraud. GNOG may in the future offer new payment options to users that may be subject to additional regulations and risks. GNOG is also subject to a number of other laws, regulations and contractual obligations relating to the payments GNOG accept from GNOG’s users, including with respect to money laundering, money transfers, privacy and information security. If GNOG fails to comply with applicable rules and regulations, GNOG may be subject to civil or criminal penalties, fines and/or higher transaction fees and may lose its ability to accept online payments or other payment card transactions, which could make its platform less well perceived by its users. If any of these events were to occur, GNOG’s business, financial condition and results of operations could be adversely affected.

For example, if GNOG is deemed to be a money transmitter as defined by applicable regulation, GNOG could be subject to certain laws, rules and regulations enforced by multiple authorities and governing bodies in the United States and numerous state and local agencies who may define money transmitter differently. Certain states may have a more expansive view of who qualifies as a money transmitter. If GNOG is found to be a money transmitter under any applicable regulation and GNOG is not in compliance with such regulations, GNOG may be subject to fines or other penalties in one or more jurisdictions levied by federal or state or local regulators, including state Attorneys General, as well as those levied by foreign regulators. Penalties for failing to comply with applicable rules and regulations could include criminal and civil proceedings, forfeiture of material assets or other enforcement actions. GNOG could also be required to make changes to GNOG’s business practices or compliance programs as a result of regulatory scrutiny.

Additionally, GNOG’s payment processors require GNOG to comply with payment card network operating rules, which are set and interpreted by payment card networks. The payment card networks could adopt new operating rules or interpret or reinterpret existing rules in ways that might prohibit GNOG from providing certain offerings to particular users, be costly to implement or difficult to follow. GNOG has agreed to reimburse its payment processors for fines they are assessed by payment card networks if GNOG or the users on GNOG’s platform violate these rules. Any of the foregoing risks could adversely affect GNOG’s business, financial condition and results of operations.

GNOG relies on other third-party service providers and if such third parties do not perform adequately or terminate their relationships with GNOG, its costs may increase and GNOG’s business, financial condition and results of operations could be adversely affected.

GNOG relies heavily on GNOG’s relationships with third-party information technology service providers. For example, GNOG relies on third parties for online connectivity, infrastructure hosting, technical infrastructure, network management, content delivery, load balancing and protection against hacking and distributed denial-of-service attacks. If those providers do not perform adequately, GNOG’s users may experience errors or disruptions in operations and services. Furthermore, if any of GNOG’s partners terminates its relationship with GNOG or refuses to renew its agreement with GNOG on commercially reasonable terms, GNOG could be forced to find an alternative provider and may not be able to secure similar terms in a timely manner. GNOG also relies on other software and services supplied by third parties, such as communications and internal software, and GNOG’s business may be adversely affected to the extent such software and services do not meet GNOG’s expectations, contain errors or vulnerabilities, are compromised or experience outages. Any of these risks could increase GNOG’s costs and adversely affect GNOG’s business, financial condition and results of operations. Further, any negative publicity related to any of GNOG’s third-party partners, including any publicity related to regulatory concerns, could adversely affect GNOG’s brand’s reputation and could potentially lead to increased regulatory or litigation exposure.

GNOG incorporates technology from third parties into GNOG’s platform. GNOG cannot be certain that GNOG’s licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which GNOG may operate. Some of GNOG’s license agreements may be terminated by GNOG’s licensors at their determination. If GNOG is unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against GNOG’s suppliers and licensors or against it, or if GNOG is unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, GNOG’s ability to develop GNOG’s platform containing that technology could be severely limited and GNOG’s business could be harmed.

Additionally, if GNOG is unable to obtain necessary technology from third parties, GNOG may be forced to acquire or develop or own services which could be economically costly and negatively impact GNOG’s operations. If alternative technology cannot be obtained or developed, GNOG may not be able to offer certain functionality as part of GNOG’s offerings, which could adversely affect GNOG’s business, financial condition and results of operations.

GNOG relies on strategic relationships with casinos and other gaming operators to offer GNOG’s products in certain jurisdictions. If GNOG cannot establish and manage such relationships with these partners, GNOG’s business, financial condition and results of operations could be adversely affected.

Under some states’ gaming laws, online betting is limited to a finite number of retail operators, who own a “skin” or “skins” under that state’s law. A “skin” is a legally-authorized license from a state to offer online betting services provided by a casino. The “skin” provides a market access opportunity for mobile operators to operate in the jurisdiction subject to the appropriate licensure and

other required approvals from the appropriate regulatory body. The entities that control those “skins,” and the numbers of “skins” available, are typically determined by state betting laws. In order to offer iGaming and online sports betting in Michigan, GNOG currently intends to rely on a tribal casino in order to get access through a “skin.” GNOG has also recently executed similar agreements in Illinois and West Virginia. A “skin” is what allows GNOG to gain access to a jurisdiction where online operators are required to have a retail relationship. If GNOG cannot establish, renew or manage GNOG’s relationships, as it pertains to Michigan, Illinois or West Virginia or any other states GNOG enters in the future, GNOG’s relationships could be terminated, and GNOG would not be allowed to operate in those jurisdictions until GNOG enters into new relationships, which could be at significantly higher cost. As a result, GNOG’s business, financial condition and results of operations could be adversely affected.

GNOG relies on licenses to use the intellectual property rights of third parties, which are incorporated into GNOG’s products and services. Failure to renew or expand existing licenses may require GNOG to modify, limit or discontinue certain offerings, which could materially affect its business, financial condition and results of operations.

GNOG relies on products, technologies and intellectual property that GNOG licenses from third parties, for use in GNOG’s business-to-business and business-to-consumers offerings. Substantially all of GNOG’s offerings and services use intellectual property licensed from third parties. The future success of GNOG’s business may depend, in part, on GNOG’s ability to obtain, retain and expand licenses for popular technologies and games in a competitive market. GNOG cannot assure that these third-party licenses, or support for such licensed products and technologies, will continue to be available to GNOG on commercially reasonable terms, if at all. In the event that GNOG cannot renew and expand existing licenses, GNOG may be required to discontinue or limit GNOG’s use of the products that include or incorporate the licensed intellectual property.

Some of GNOG’s license agreements contain minimum guaranteed royalty payments to the third-party licensor. If GNOG is unable to generate sufficient revenue to offset the minimum guaranteed royalty payments, it GNOG’s results of operations, cash flows and financial condition. GNOG’s license agreements generally allow for assignment by GNOG in the event of a strategic transaction but some contain limited termination rights in the event of an attempted assignment by GNOG. Certain of GNOG’s license agreements grant the licensor rights to audit GNOG’s use of the licensor’s intellectual property. Disputes with licensors over license agreements could result in the payment of additional royalties or penalties by GNOG, cancellation or non-renewal of the underlying license or litigation. The regulatory review process and licensing requirements also may preclude GNOG from using technologies owned or developed by third parties if those parties are unwilling to subject themselves to regulatory review or do not meet regulatory requirements. Some gaming authorities require gaming manufacturers to obtain approval before engaging in certain transactions, such as acquisitions, mergers, reorganizations, financings, stock offerings and share repurchases. Obtaining such approvals can be costly and time consuming, and GNOG cannot assure that such approvals will be granted or that the approval process will not result in delays or disruptions to GNOG’s strategic objectives.

GNOG’s growth will depend, in part, on the success of GNOG’s strategic relationships with third parties. Overreliance on certain third parties, or GNOG’s inability to extend existing relationships or agree to new relationships may cause unanticipated costs and impact GNOG’s future financial performance.

GNOG relies on relationships with advertisers, casinos and other third parties in order to attract users to GNOG’s platform. These relationships along with providers of online services, search engines, social media, directories and other websites and ecommerce businesses direct consumers to GNOG’s platform. In addition, many of the parties with whom GNOG has advertising arrangements provide advertising services to other companies, including other gaming platforms with whom GNOG competes. While GNOG believes there are other third parties that could drive users to GNOG’s platform, adding or transitioning to them may disrupt GNOG’s business and increase GNOG’s costs. In the event that any of GNOG’s existing relationships or GNOG’s future relationships fails to provide services to GNOG in accordance with the terms of GNOG’s arrangement, or at all, and GNOG is not able to find suitable alternatives, this could impact GNOG’s ability to attract consumers in a cost-effective manner and thus harm GNOG’s business, financial condition, results of operations and business prospects.

GNOG’s growth prospects may suffer if GNOG is unable to develop successful offerings or if GNOG fails to pursue additional offerings. In addition, if GNOG fails to make the right investment decisions in GNOG’s offerings and technology platform, GNOG may not attract and retain key users and GNOG’s revenue and results of operations may decline.

The industries in which GNOG operates are subject to frequent changes in standards, technologies, products and service offerings, as well as in customer demands, preferences and regulations. GNOG must continuously make decisions regarding which

offerings and technology to invest in to meet customer demand in compliance with evolving industry standards and regulatory requirements and must continually introduce and successfully market new and innovative technologies, offerings and enhancements to remain competitive and effectively stimulate customer demand, acceptance and engagement. GNOG’s ability to engage, retain, and increase its user base and to increase its revenue depends heavily on its ability to successfully implement new offerings, both independently and jointly with third parties. GNOG may introduce significant changes to its existing platforms and offerings or develop and introduce new and unproven products, with which GNOG has little or no prior development or operating experience. The process of developing new offerings and systems is inherently complex and uncertain, and new offerings may not be well received by users, even if well reviewed and of high quality. If GNOG is unable to develop technology and products that address users’ needs or enhance and improve GNOG’s existing platforms and offerings in a timely manner, that could have a material adverse effect on GNOG’s business, financial condition, results of operations and business prospects.

Although GNOG intends to continue investing in innovative content and systems, if new or enhanced offerings fail to engage GNOG’s users or partners, GNOG may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify GNOG’s investments, any of which may seriously harm GNOG’s business. In addition, management may not properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that GNOG evaluated at the time it decided to execute any new initiative. Developing new offerings may also divert GNOG’s management’s attention from other business issues and opportunities. Even if GNOG’s new offerings attain market acceptance, those new offerings could cannibalize the market share of GNOG’s existing product offerings or share of GNOG’s users’ wallets in a manner that could negatively impact their economics. Furthermore, such expansion of GNOG’s business may increase the complexity of GNOG’s business and place a significant strain on GNOG’s management, operations, technical systems and financial resources and GNOG may not recover the often substantial up-front costs of developing and marketing new offerings or recover the opportunity cost of diverting management and financial resources away from other offerings. In the event of continued growth of GNOG’s operations, products or in the number of third-party relationships, GNOG may not have adequate resources, operationally, technologically or otherwise to support such growth and the quality of its existing platforms, offerings or relationships with third parties. Conversely, failure to effectively identify, pursue and execute new offerings, or to efficiently adapt GNOG’s processes and infrastructure to meet the needs of GNOG’s innovations, may adversely affect GNOG’s business, financial condition, results of operations and business prospects.

Any new offerings may also require GNOG’s users to learn new skills to use GNOG’s platform. This could create friction in the adoption of new offerings and new user additions related to any new offerings. To date, new offerings and enhancements on GNOG’s existing platforms have not hindered GNOG’s user growth or engagement. To the extent that future users are less willing to invest the time to learn to use GNOG’s products, and if GNOG is unable to make GNOG’s products easier to learn to use, GNOG’s user growth or engagement could be affected, and GNOG’s business could be harmed. GNOG may develop new products that increase user engagement and costs without increasing revenue.

Additionally, GNOG may make poor or unprofitable decisions regarding these investments. If new or existing competitors offer more attractive offerings, GNOG may lose users or users may decrease their spending on GNOG’s platforms. New customer preferences, superior competitive offerings, new industry standards or changes in the regulatory environment could render GNOG’s existing offerings unattractive, unmarketable or obsolete and require FEI to make substantial unanticipated changes to GNOG’s platforms or business model. GNOG’s failure to adapt to a rapidly changing market or evolving customer demands could harm GNOG’s business, financial condition, results of operations and business prospects.

GNOG’s growth inherently depends on GNOG’s ability to attract and retain users, and the loss of GNOG’s users, failure to attract new users in a cost-effective manner, or failure to effectively manage GNOG’s growth could adversely affect GNOG’s business, financial condition, results of operations and business prospects.

GNOG’s ability to achieve growth in revenue in the future will depend, in large part, upon GNOG’s ability to attract new users to its offerings, retain existing users of its offerings and reactivate users in a cost-effective manner. Achieving growth in GNOG’s database of users may require GNOG to engage in increasingly costly sales and marketing efforts, which may impact GNOG’s return on investment. GNOG has used and expects to continue to use a variety of free and paid marketing channels, in combination with compelling offers and exciting games to achieve GNOG’s objectives. For paid marketing, GNOG intends to leverage a broad array of advertising channels. If the search engines on which GNOG relies modify their algorithms, change their terms around gaming, or if the prices at which GNOG may purchase listings increase, then GNOG’s costs could increase, and fewer users may visit GNOG’s website. If links to GNOG’s website are not displayed prominently in online search results, if fewer users visit GNOG’s website, if GNOG’s other digital marketing campaigns are not effective, of it the costs of attracting users using any of GNOG’s current methods

significantly increase, then GNOG’s ability to efficiently attract new users could be reduced, GNOG’s revenue could decline and GNOG’s business, financial condition and results of operations could be harmed.

In addition, GNOG’s ability to increase the number of users of GNOG’s offerings will depend on continued user adoption of iGaming and online sports betting. Growth in the iGaming and online sports betting industries and the level of demand for and market acceptance of GNOG’s product offerings will be subject to a high degree of uncertainty. GNOG cannot assure that consumer adoption of GNOG’s product offerings will continue or exceed current growth rates, or that the industry will achieve more widespread acceptance.

Additionally, as technological or regulatory standards change and GNOG modifies its platform to comply with those standards, GNOG may need users to take certain actions to continue accessing GNOG’s offerings, such as performing age verification checks or accepting new terms and conditions. Users may stop using GNOG’s product offerings if the quality of the user experience on its platform, including age checks, terms and conditions acceptance, and support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the customer experience generally offered by competitive offerings.

GNOG’s business is subject to a variety of U.S. laws, many of which are unsettled and still developing, and which could subject it to claims or otherwise harm GNOG’s business. Any change in existing regulations or their interpretation, or the regulatory climate applicable to GNOG’s products and services, or changes in tax rules and regulations or interpretation thereof related to its products and services, could adversely impact its ability to operate its business as currently conducted or as it seeks to operate in the future, which could have a material adverse effect on GNOG’s financial condition and results of operations.

GNOG is generally subject to laws and regulations relating to iGaming and online sports betting in the jurisdictions in which GNOG conducts its business, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal information, tax and consumer protection. These laws and regulations vary by jurisdiction and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on GNOG’s operations and financial results. Some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position that online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable that to happen. The regulatory environment in any particular jurisdiction may change in the future and any such change could have a material adverse effect on GNOG’s results of operations.

Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on GNOG’s operations and financial results. Governmental authorities could view GNOG as having violated local laws, despite GNOG’s efforts to obtain all applicable licenses or approvals. There is also risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities or incumbent monopoly providers, or private individuals, could be initiated against GNOG, Internet service providers, credit card and other payment processors iGaming and online sports betting industries. Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon GNOG or its licensees or other business partners, while diverting the attention of key executives. Such proceedings could have a material adverse effect on GNOG’s business, financial condition, results of operations and prospects, as well as impact GNOG’s reputation.

There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to GNOG’s business to prohibit, legislate or regulate various aspects of the iGaming and online sports betting industries (or that existing laws in those jurisdictions will not be interpreted negatively). Compliance with any such legislation may have a material adverse effect on GNOG’s business, financial condition and results of operations, either as a result of GNOG’s determination that a jurisdiction should be blocked, or because a local license or approval may be costly for GNOG or its business partners to obtain and/or such licenses or approvals may contain other commercially undesirable conditions.

GNOG’s growth prospects depend on the legal status of real-money gaming in various jurisdictions and legalization may not occur in as many states as GNOG expects, or may occur at a slower pace than GNOG anticipates. Additionally, even if jurisdictions legalize real money gaming, this may be accompanied by legislative or regulatory restrictions and/or taxes that make it impracticable or less attractive to operate in those jurisdictions, or the process of implementing regulations or securing the necessary licenses to operate in a particular jurisdiction may take longer than GNOG anticipates, which could adversely affect GNOG’s future results of operations and make it more difficult to meet GNOG’s expectations for financial performance.

Several states have legalized or are currently evaluating the legalization of real money gaming, and GNOG’s business, financial condition, results of operations and business prospects are significantly dependent upon the status of legalization in these states. GNOG’s business plan is partially based upon the legalization of real money gaming in additional states and the legalization may not occur as GNOG has anticipated. Additionally, if a large number of additional states or the federal government enact real money gaming legislation and GNOG is unable to obtain, or is otherwise delayed in obtaining, the necessary licenses to operate iGaming websites or online sports betting in U.S. jurisdictions where such games are legalized, GNOG’s future growth in iGaming and online sports betting could be materially impaired.

As GNOG enters new jurisdictions, states or the federal government may legalize real money gaming in a manner that is unfavorable to it. As a result, GNOG may encounter legal, regulatory and political challenges that are difficult or impossible to foresee and could result in an unforeseen adverse impact on planned revenues or costs associated with the new opportunity. For example, certain states require GNOG to have a relationship with a land-based, licensed casino for iGaming and online sports betting access, which tends to increase GNOG’s costs. States that have established state-run monopolies may limit opportunities for private sector participants like GNOG. States also impose substantial tax rates on online sports betting and iGaming revenue, in addition to a federal excise tax of 25 basis points on the amount of each sports wager. Tax rates, whether federal- or state-based, that are higher than GNOG expects will make it more costly and less desirable for it to launch in a given jurisdiction, while tax increases in any of GNOG’s existing jurisdictions may adversely impact GNOG’s profitability.

Therefore, even in cases in which a jurisdiction purports to license and regulate iGaming or online sports betting, the licensing and regulatory regimes can vary considerably in terms of their business friendliness and at times may be intended to provide incumbent operators with advantages over new licensees. Therefore, some “liberalized” regulatory regimes are considerably more economically viable than others.

Failure to comply with regulatory requirements in a particular jurisdiction, or the failure to successfully obtain a license or permit applied for in a particular jurisdiction, could impact GNOG’s ability to comply with licensing and regulatory requirements in other jurisdictions, or could cause the rejection of license applications or cancelation of existing licenses in other jurisdictions, or could cause financial institutions, online and mobile platforms, and distributors to stop providing services to GNOG, which GNOG relies upon to receive payments from, or distribute amounts to, its users, or otherwise to deliver and promote its services.

Compliance with the various regulations applicable and real money gaming is costly and time-consuming. Regulatory authorities at the U.S. federal, state and local levels have broad powers with respect to the regulation of real money gaming operations and may revoke, suspend, condition or limit GNOG’s real money gaming licenses, impose substantial fines or take other actions, any one of which may have a material adverse effect on GNOG’s business, financial condition, results of operations and business prospects. These laws and regulations are dynamic and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current laws or regulations or enact new laws and regulations regarding these matters. GNOG will strive to comply with all applicable laws and regulations relating to GNOG’s business. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules.

Non-compliance with any such law or regulations could expose GNOG to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect GNOG’s business.

Any real money gaming license could be revoked, suspended or conditioned at any time. The loss of a license in one jurisdiction could trigger the loss of a license or affect GNOG’s eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause GNOG to cease offering some or all of GNOG’s offerings in the impacted jurisdictions. GNOG may be unable to obtain or maintain all necessary registrations, licenses, permits or approvals, and could incur fines or experience delays related to the licensing process, which could adversely affect GNOG’s operations. GNOG’s delay or failure to obtain or

maintain licenses in any jurisdiction may prevent GNOG from distributing its offerings, increasing GNOG’s customer base and/or generating revenues. GNOG cannot guarantee that it will be able to obtain and maintain the licenses and related approvals necessary to conduct GNOG’s iGaming and online sports betting operations. Any failure to maintain or renew GNOG’s existing licenses, registrations, permits or approvals could have a material adverse effect on GNOG’s business, financial condition, results of operations and business prospects.

GNOG may incur significant costs in order to comply with software and app store guidelines and requirements. Non-compliance with such guidelines and requirements could limit GNOG’s ability to distribute its apps and, consequently, could have an adverse effect on GNOG’s revenues.

Microsoft, Apple, Google and other software and distribution providers that GNOG uses to distribute its apps and services continue to update their software development kits and app store guidelines. GNOG’s failure to comply with such guidelines and requirements could result in GNOG being refused or restricted access to critical distribution channels. As an example, Apple recently released updated app store and software development guidelines that require all real money gaming apps to comply with Apple’s native user interface requirements and content delivery mechanisms. Such updates require a fundamental change to the way all real money gaming operators develop and manage their app front ends and content. Further, updates and changes to software and app store guidelines and requirements may require GNOG and its third party providers to invest significant time and resources to redevelop solutions, which may result in significant costs for GNOG. These changes can also limit the functionality of the user interface, competitive differentiation of the product and availability of content, which can have a material impact on GNOG’s business and revenues. App stores are a critical distribution channel for GNOG customers to download and access its software and services. At any time, an app store provider could decline an app submission or remove an app due to non-compliance with its software development kit requirements and store guidelines, which could result in a material adverse impact on GNOG’s ability to distribute its apps and, consequently, a material adverse effect on its revenues.

GNOG’s growth prospects and market potential will depend on GNOG’s ability to obtain licenses to operate in a number of jurisdictions and if GNOG fails to obtain such licenses GNOG’s business, financial condition, results of operations and business prospects could be impaired.

GNOG’s ability to grow its business will depend on GNOG’s ability to obtain and maintain licenses to offer GNOG’s product offerings in a large number of jurisdictions or in heavily populated jurisdictions. If GNOG fails to obtain and maintain licenses in large jurisdictions or in a greater number of mid-market jurisdictions, this may prevent GNOG from expanding the footprint of its product offerings, increasing GNOG’s user base and/or generating revenues. GNOG cannot be certain that it will be able to obtain and maintain licenses and related approvals necessary to conduct GNOG’s iGaming and online sports betting operations. Any failure to obtain and maintain licenses, registrations, permits or approvals could have a material adverse effect on GNOG’s business, financial condition, results of operations and business prospects.

GNOG may have difficulty accessing the service of banks, credit card issuers and payment processing services providers, which may impair its ability to sell its products and services.

Although financial institutions and payment processors are permitted to provide services to GNOG and others in GNOG’s industry, banks, credit card issuers and payment processing service providers may be hesitant to offer banking and payment processing services to real money gaming businesses. Consequently, those businesses involved in GNOG’s industry, including GNOG’s own, may encounter difficulties in establishing and maintaining banking and payment processing relationships with a full scope of services and generating market rate interest. If GNOG were unable to maintain its bank accounts or GNOG’s users were unable to use their credit cards, bank accounts or e-wallets to make deposits and withdrawals from GNOG’s platforms it would make it difficult for GNOG to operate its business, increase GNOG’s operating costs, and pose additional operational, logistical and security challenges which could result in an inability to implement GNOG’s business plan. GNOG is subject to risks related to the geographic concentration of its operations.

All of GNOG’s revenues to date were generated from its online gaming operations in New Jersey and GNOG expects that it will continue to generate substantially all of its revenues in New Jersey until such time that GNOG is able to generate a material portion of its revenues from online gaming in other states. Even if GNOG’s planned launch of online gaming platforms in Michigan and Pennsylvania, Illinois and West Virginia is successful, GNOG’s operations will be limited to five states. Changes to prevailing economic, demographic, competitive, regulatory or any other conditions in the markets in which GNOG operates, particularly in New

Jersey, could lead to a reduction in demand for GNOG’s offerings, resulting in a decline in its revenues and, in turn, a material deterioration of its financial condition. Further, GNOG’s ability to geographically diversify its revenues is limited by the legal status of real money gaming in other jurisdictions.

Due to the nature of GNOG’s business, GNOG is subject to taxation in several jurisdictions and changes in, or new interpretation of, tax laws, tax rulings or their application by tax authorities could result in additional tax liabilities and could materially affect GNOG’s financial condition and results of operations.

GNOG’s tax obligations are varied and include U.S. federal and state taxes due to the nature of GNOG’s business. The tax laws applicable to GNOG’s business are subject to interpretation, and significant judgment is required in determining GNOG’s worldwide provision for income taxes. In the course of GNOG’s business, there will be many transactions and calculations where the ultimate tax determination is uncertain. In addition, changes in tax laws, or interpretations thereof, may require the collection of information not regularly produced by GNOG, the use of estimates in GNOG’s consolidated financial statements, and the exercise of significant judgment in accounting for its provisions, which could cause GNOG’s results to differ from previous estimates and could materially affect GNOG’s consolidated financial statements.

The gaming industry represents a significant source of tax revenue to the jurisdictions in which GNOG operates. Gaming companies and business-to-business providers in the gaming industry (directly and/or indirectly by way of their commercial relationships with operators) are currently subject to significant taxes and fees in addition to normal corporate income taxes, and such taxes and fees are subject to increases at any time. From time to time, various legislators and other government officials have proposed and adopted changes in tax laws, or in the administration or interpretation of such laws, affecting the gaming industry. In addition, any worsening of economic conditions and the large number of jurisdictions with significant current or projected budget deficits could intensify the efforts of governments to raise revenues through increases in gaming taxes and/or other taxes. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration or interpretation or enforcement of such laws. Any material increase, or the adoption of additional taxes or fees, could have a material adverse effect on GNOG’s business, financial condition, results of operations and prospects.

Additionally, tax authorities may impose indirect taxes on Internet-related commercial activity based on existing statutes and regulations that, in some cases, were established prior to the advent of the Internet. Tax authorities may interpret laws originally enacted for mature industries and apply it to newer industries, such as GNOG. The application of such laws may be inconsistent from jurisdiction to jurisdiction. GNOG’s in-jurisdiction activities may vary from period to period which could result in differences in nexus from period to period.

GNOG is subject to periodic review and audit by domestic tax authorities. Tax authorities may disagree with certain positions GNOG has taken or that GNOG will take, and any adverse outcome of such a review or audit could have a negative effect on GNOG’s business, financial condition and results of operations. Although GNOG believes that GNOG’s tax provisions, positions and estimates are reasonable and appropriate, tax authorities may disagree with certain positions GNOG has taken. In addition, economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult. GNOG is included in FEI’s consolidated tax return pursuant to a tax sharing agreement.

Risks Related to New FEI’s Organization and Structure

New FEI will be controlled by Mr. Fertitta, whose interests in New FEI’s business may be different from yours.

Mr. Fertitta is expected control approximately 96.9% of the combined voting power of New FEI’s common stock following the Closing of the proposed Business Combination (assuming no redemptions) as a result of his ownership of shares of New FEI’s Class B common stock which is entitled to 10 votes on all matters submitted to a vote of New FEI’s stockholders.

Mr. Fertitta will have the ability to substantially control New FEI, including the ability to control any action requiring the general approval of New FEI’s stockholders, including the election of New FEI’s board of directors, the adoption of amendments to New FEI’s certificate of formation and stockholder amendments to New FEI’s by-laws, the payment and declaration of dividends and the approval of any merger or sale of substantially all of New FEI’s assets. This concentration of ownership and voting power may also delay, defer or even prevent an acquisition by a third party or other change of control of New FEI and may make some transactions more difficult or impossible without the support of Mr. Fertitta, even if such events are in the best interests of minority stockholders.

This concentration of voting power with Mr. Fertitta may have a negative impact on the price of New FEI’s common stock. In addition, because shares of New FEI’s Class B common stock will each have 10 votes per share on matters submitted to a vote of New FEI’s stockholders, Mr. Fertitta will be able to control New FEI as long as he owns New FEI Class B common stock representing more than a majority of the total voting power of New FEI’s issued and outstanding common stock, voting together as a single class. Mr. Fertitta’s shares of New FEI Class B common stock will automatically convert into shares of New FEI Class A common stock, on a one-to-one basis, on the date on which the number of outstanding shares of New FEI Class B common stock held by Mr. Fertitta represents less than 20% of the voting power of New FEI’s Class B common stock issued and held by Mr. Fertitta at the Closing of the Business Combination. As of Closing, Mr. Fertitta is expected to hold 447,532,004 shares of New FEI Class B common stock, and it is therefore anticipated that Mr. Fertitta will retain control of New FEI for as long as he owns at least 20.0% (approximately 89,506,401 shares) of such number of shares of New FEI Class B common stock.

Mr. Fertitta’s interests may not be fully aligned with yours, which could lead to actions that are not in your best interest. Mr. Fertitta’s significant ownership in New FEI and resulting ability to effectively control New FEI may discourage someone from making a significant equity investment in New FEI, or could discourage transactions involving a change in control, including transactions in which holders of common stock might otherwise receive a premium for your shares over the then-current market price.

The Proposed Charter will provide that, to the fullest extent permitted by law, New FEI renounces any interest or expectancy in a transaction or matter that may be a corporate opportunity for Mr. Fertitta (other than in his capacity as an officer of the Company), and none of New FEI’s non-employee directors will have a duty to present such a corporate opportunity to New FEI. Accordingly, they may invest in competing businesses or do business with New FEI’s clients or customers. To the extent that Mr. Fertitta or New FEI’s non-employee directors invest in other businesses, they may have differing interests than New FEI’s other stockholders.

Any shares of New FEI Class B common stock that New FEI issues, including to Mr. Fertitta, would further dilute the voting power of holders of New FEI Class A common stock.

For additional information regarding the share ownership of, and New FEI’s relationship with, Mr. Fertitta you should read the information under the headings “Principal Stockholders” and “Certain Relationships and Related Party Transactions.”

New FEI cannot predict the impact New FEI’s capital structure and the concentrated control by Mr. Fertitta may have on New FEI’s stock price or New FEI’s business.

New FEI cannot predict whether New FEI’s multiple share class capital structure, combined with the concentrated control by Mr. Fertitta will result in a lower trading price or greater fluctuations in the trading price of New FEI’s Class A common stock, or will result in adverse publicity or other adverse consequences. In addition, some indexes are considering whether to exclude companies with multiple share classes from their membership. For example, in July 2017, FTSE Russell, a provider of widely followed stock indexes, stated that it plans to require new constituents of its indexes to have at least five percent of their voting rights in the hands of public stockholders. In addition, in July 2017, S&P Dow Jones, another provider of widely followed stock indexes, stated that companies with multiple share classes will not be eligible for certain of their indexes. As a result, New FEI’s Class A common stock will likely not be eligible for these stock indexes. New FEI cannot assure you that other stock indexes will not take a similar approach to FTSE Russell or S&P Dow Jones in the future. Exclusion from indexes could make New FEI’s Class A common stock less attractive to investors and, as a result, the market price of New FEI’s Class A common stock could be adversely affected.

New FEI will be exempt from certain corporate governance requirements since New FEI will be a “controlled company” within the meaning of the Exchange rules, and as a result New FEI’s stockholders will not have the protections afforded by these corporate governance requirements.

Mr. Fertitta will control more than 50% of New FEI’s combined voting power upon the completion of the Business Combination. As a result, New FEI will be considered a “controlled company” for the purposes of the Exchange rules and corporate governance standards, and therefore New FEI will be permitted to, and New FEI intends to, elect not to comply with certain corporate governance requirements of the Exchange and the NYSE, including those that would otherwise require New FEI’s board of directors to have a majority of independent directors and require that New FEI establish Compensation and Nominating and Corporate Governance Committees, each composed entirely of independent directors. Accordingly, holders of New FEI’s Class A common stock will not have the same protections afforded to stockholders of companies that are subject to all of the rules and corporate governance standards of the Exchange, and the ability of New FEI’s independent directors to influence New FEI’s business policies and affairs may be

reduced. New FEI expects to remain a controlled company until Mr. Fertitta no longer controls more than 50% of New FEI’s combined voting power. Mr. Fertitta holds Class B common stock, which has 10 votes per share. See “Management — Controlled Company.” Mr. Fertitta’s shares of Class B common stock will automatically convert into Class A common stock, on a one-to-one basis on the date on which the number of outstanding shares of Class B common stock held by Mr. Fertitta represents less than 20% of the voting power of New FEI’s Class B common stock issued and held by Mr. Fertitta at the Closing of the Business Combination. As of Closing, Mr. Fertitta is expected to hold 89,506,401 shares of New FEI Class B common stock, and it is therefore anticipated that Mr. Fertitta will retain control of New FEI for as long as he owns at least 20.0% (approximately 447,532,004 shares) of such number of shares of New FEI Class B common stock. Because there is no time-based sunset date for New FEI’s Class B common stock, New FEI may continue to be a controlled company indefinitely.

Risks Related to the Class A Common Stock

Future sales of New FEI’s common stock, or the perception in the public markets that these sales may occur, may depress the price of New FEI’s Class A common stock.

Additional sales of a substantial number of shares of New FEI’s common stock in the public market after the Closing of the Business Combination, or the perception that such sales may occur, could have an adverse effect on New FEI’s stock price and could impair New FEI’s ability to raise capital through the sale of additional stock. Upon the Closing of the Business Combination, New FEI expects to have 147,000,000 shares of Class A common stock issued and outstanding (assuming no redemptions). The Class A common stock held by FAST’s public stockholders will be freely tradable without restriction under the Securities Act of 1933, as amended (the “Securities Act”), except for any Class A common stock acquired in the Private Placement, which will be restricted securities under the Securities Act; however, New FEI has agreed to file a resale registration statement within 15 days of the Closing of the Business Combination with respect to such securities.

Mr. Fertitta and the Sponsor have agreed that until the earlier of one year following the Closing of the Business Combination and the date on which the closing price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days following the Closing, not to offer, sell, assign, transfer, pledge, contract to sell or otherwise dispose of or hedge any of New FEI’s common stock, or any options or warrants to purchase any of New FEI’s common stock or any securities convertible into, exchangeable for or that represent the right to receive New FEI’s common stock, subject to specified exceptions. After the lock-up agreements expire, the Sponsor may sell up to 3,000,000 shares of common stock in the public market either in a registered offering or pursuant to an exemption from registration, such as Rule 144 promulgated under the Securities Act (“Rule 144”).

In addition, New FEI has initially reserved for issuance under New FEI’s Incentive Award Plan           shares of common stock. Any shares of common stock that New FEI issues, including under the 2021 Plan or other equity incentive plans that New FEI may adopt in the future, would dilute the percentage ownership held by holders of Class A common stock.

The price of New FEI’s Class A common stock may be volatile, and you may be unable to resell your Class A common stock at or above the price at which you purchased such stock or at all.

After the Closing of the Business Combination, the market price for New FEI’s Class A common stock is likely to be volatile. In addition, the market price for New FEI’s Class A common stock may fluctuate significantly in response to a number of factors, most of which New FEI cannot control, including, among others:

In addition, the stock markets, including the Exchange, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If New FEI were to become involved in securities litigation, New FEI could incur substantial costs and New FEI’s resources and the attention of management could be diverted from New FEI’s business.

New FEI may not pay any cash dividends for the foreseeable future and any decision to declare and pay future dividends will be at the sole discretion of New FEI’s board of directors which will be controlled by Mr. Fertitta.

New FEI may not immediately pay cash dividends on New FEI’s common stock. However, New FEI may in the future decide to pay dividends on New FEI’s common stock. The declaration and payment of future dividends to holders of New FEI’s common stock will be at the discretion of New FEI’s board of directors, which is controlled by Mr. Fertitta, and will depend upon many factors, including New FEI’s financial condition, earnings, legal requirements, tax obligations, restrictions in the debt instruments of New FEI’s subsidiaries, including the terms of the Golden Nugget, LLC indentures and credit facilities and the GNOG credit facilities, and

other factors deemed relevant by New FEI’s board of directors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Long Term Debt” for more information on the restrictions New FEI’s and New FEI’s subsidiaries’ debt covenants will impose on New FEI’s and its subsidiaries’ ability to declare and pay cash dividends. As a holding company, New FEI’s ability to pay dividends depends on New FEI’s receipt of cash dividends from New FEI’s subsidiaries, which may further restrict New FEI’s ability to pay dividends as a result of the laws of their respective jurisdictions of organization, regulation by gaming authorities, agreements of New FEI’s subsidiaries or covenants under indebtedness that New FEI or they may incur.

If New FEI is unable to effectively implement or maintain a system of internal control over financial reporting, New FEI may not be able to accurately or timely report New FEI’s financial results and New FEI’s stock price could be adversely affected.

Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) will require New FEI to evaluate the effectiveness of New FEI’s internal control over financial reporting as of the end of each fiscal year, include a management report assessing the effectiveness of New FEI’s internal control over financial reporting beginning with New FEI’s Annual Report on Form 10-K for the year ending December 31, 2021. Additionally, once the combined company ceases to be an emerging growth company, the combined company’s independent registered accounting firm will also be required to attest to the effectiveness of its internal controls over financial reporting in each Annual Report on Form 10-K to be filed with the SEC. New FEI may in the future identify material weaknesses or significant deficiencies that New FEI may be unable to remedy before the requisite deadline for those reports. New FEI’s ability to comply with the annual internal control reporting requirements will depend on the effectiveness of New FEI’s financial reporting and data systems and controls across New FEI’s company. New FEI expects these systems and controls to involve significant expenditures and to become increasingly complex as New FEI’s business grows. To effectively manage this complexity, New FEI will need to continue to improve New FEI’s operational, financial and management controls and New FEI’s reporting systems and procedures. Any weaknesses or deficiencies or any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results and cause New FEI to fail to meet New FEI’s financial reporting obligations or result in material misstatements in New FEI’s financial statements, which could adversely affect New FEI’s business and reduce New FEI’s stock price.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about New FEI or New FEI’s business, the price of New FEI’s Class A common stock and trading volume could decline.

The trading market for New FEI’s Class A common stock will depend in part on the research and reports that securities or industry analysts publish about New FEI or New FEI’s business. New FEI does not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of New FEI’s company, the trading price for New FEI’s Class A common stock would be negatively impacted. If New FEI obtains securities or industry analyst coverage and if one or more of the analysts who cover New FEI downgrades New FEI’s Class A common stock or publishes inaccurate or unfavorable research about New FEI or New FEI’s business, New FEI’s share price would likely decline. If one or more of these analysts cease coverage of New FEI or fail to publish reports on New FEI regularly, demand for New FEI’s Class A common stock could decrease, which could cause New FEI’s stock price to decline. In addition, if New FEI’s operating results fail to meet the expectations of securities analysts, New FEI’s stock price would likely decline.

Transformation into a public company may increase New FEI’s costs and disrupt the regular operations of New FEI’s business.

FEI has historically operated as a privately owned company, and FEI has incurred, and New FEI expects to in the future incur, significant additional legal, accounting, reporting and other expenses as a result of having publicly traded common stock, including, but not limited to, increased costs related to auditor fees, legal fees, directors’ fees, directors and officers insurance, investor relations and various other costs. We also anticipate that New FEI will incur costs associated with corporate governance requirements, including requirements under the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, 2010, as well as rules implemented by the Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board. Compliance with these rules and regulations will make some activities more difficult, time-consuming, or costly, and increase demand, and as a result may place a strain, on New FEI’s systems and resources. Moreover, the additional demands associated with being a public company may disrupt regular operations of New FEI’s business by diverting the attention of some of New FEI’s senior management team away from revenue producing activities.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. New FEI intends to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If New FEI’s efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against New FEI, which could have an adverse effect on New FEI’s business, financial condition and results of operations.

Risks Related to FAST and the Business Combination

Directors and officers of FAST have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.

When considering FAST’s board of directors’ recommendation that its stockholders vote in favor of the approval of the Business Combination, FAST Stockholders should be aware that directors and officers of FAST have interests in the Business Combination that may be different from, or in addition to, the interests of FAST Stockholders. These interests include:

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These financial interests of the initial stockholders, officers and directors and entities affiliated with them may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation FAST’s Board to vote in favor of the Business Combination Proposal and other proposals to be presented to the stockholders.

FAST’s initial stockholders have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Our initial stockholders have agreed to vote their shares in favor of the Business Combination. The initial stockholders own approximately 20% of our outstanding shares prior to the Business Combination. Accordingly, it is more likely that the necessary stockholder approval for the Business Combination will be received than would be the case if our initial stockholders had agreed to vote their shares in accordance with the majority of the votes cast by our public stockholders.

FAST’s initial stockholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on the Business Combination and reduce the public “float” of our common stock.

FAST’s initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

In the event that FAST’s initial stockholders, directors, officers, advisors or their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling

stockholders would be required to revoke their prior elections to redeem their public shares. The purpose of any such purchases of public shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a closing condition in the Merger Agreement that requires us to have a certain amount of cash at the Closing, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Warrants will become exercisable for New FEI Class A common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Following the Business Combination, there will be 10,000,000 outstanding public warrants to purchase 10,000,000 shares of New FEI Class A common stock at an exercise price of $11.50 per share, which warrants will become exercisable 30 days following the Closing. In addition, there will be 6,000,000 private placement warrants outstanding exercisable for 6,000,000 shares of New FEI Class A common stock at an exercise price of $11.50 per share. To the extent such warrants are exercised, additional shares of New FEI Class A common stock will be issued, which will result in dilution to the holders of New FEI Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of New FEI Class A common stock.

New FEI may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

New FEI will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of New FEI Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the warrants at the then-current market price when the holder might otherwise wish to hold onto such warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

In addition, we may redeem your warrants after they become exercisable for a number of shares of New FEI Class A common stock determined based on the redemption date and the fair market value of New FEI Class A common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of our common stock had your warrants remained outstanding. Historical trading prices for FAST’s Class A common stock have not exceeded the $18.00 per share threshold at which the public warrants would become redeemable. In the event New FEI determines to redeem the public warrants, holders of such redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that New FEI elects to redeem all of the redeemable warrants as described above, New FEI will fix a date for the redemption (the “Redemption Date”) and a notice of redemption will be mailed by first class mail, postage prepaid, by New FEI not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder receives such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via New FEI’s posting of the redemption notice to DTC. None of the private placement warrants will be redeemable by New FEI so long as they are held by Sponsor or its permitted transferees.

Even if we consummate the Business Combination, there can be no assurance that the warrants will be ”in the money” at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per share of New FEI Class A common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.

The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the shares of Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our shares of Class A common stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average closing price of the shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such law suits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

We have no obligation to net cash settle the public warrants.

In no event will New FEI have any obligation to net cash settle the public warrants. Furthermore, if we are unable to complete the Business Combination and liquidate the funds held in the Trust Account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from our assets held outside of the Trust Account with respect to such public warrants. Accordingly, the public warrants may expire worthless.

We have not registered the shares of common stock issuable upon exercise of the public warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise public warrants, thus precluding such investor from being able to exercise our public warrants except on a cashless basis and potentially causing such public warrants to expire worthless.

We have not registered the shares of common stock issuable upon exercise of the public warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, We will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of common stock issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the common stock issuable upon exercise of the public warrants, until the expiration of the public warrants in accordance with the provisions of the warrant agreement. We cannot assure you that it will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference there in are not current or corrector the SEC issues a stop order. If the shares issuable upon exercise of the public warrants are not registered under the Securities Act, we will be required to permit holders to exercise their public warrants on a cashless basis. However, no public warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their public warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a public warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we elect to do so, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any public warrant, or issue securities or other compensation in exchange for the public warrants in the event that we are unable to register or qualify the shares underlying the public warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the public warrants is not so registered or qualified or exempt from registration or qualification, the holder of such public warrant shall not be entitled to exercise such public warrant and such public warrant may have no value and expire worthless. In such event, holders who acquired their public warrants as part of a purchase of public units will have paid the full unit purchase price solely for the shares of common stock included in the public units. If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in the IPO. However, there may be instances in which holders of our public warrants may be unable to exercise such public warrants but holders of our private warrants may be able to exercise such private warrants.

We may amend the terms of the public warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of a holder's public warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a public warrant could be decreased, all without the approval of that warrant holder.

Our public warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the public warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at

least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the public warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a public warrant.

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect New FEI’s ability to report its results of operations and financial condition accurately and in a timely manner.

Following the issuance of the SEC Statement on May 13, 2021, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restated previously issued and audited financial statements as of and for the period ended December 31, 2020.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. 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 our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this proxy statement/prospectus, we have identified a material weakness in our internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering in August 2020. As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our derivative warrant liabilities, change in fair value of derivative warrant liabilities, Class A common stock subject to possible redemption, accumulated deficit and related financial disclosures for the Affected Periods. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued in connection with the August 2020 initial public offering, see “Note 2 — Restatement of Previously Issued Financial Statements” to our financial statements included elsewhere in this proxy statement/prospectus.

We have concluded that our internal control over financial reporting was ineffective as of December 31, 2020 because material weaknesses existed in our internal control over financial reporting. we have taken a number of measures to remediate the material weaknesses described therein; however, if we are unable to remediate our material weaknesses in a timely manner or if we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies of issue shares to effect an acquisition. In either case, there could result a material adverse effect on our business. The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our common stock. In addition, we will incur additional costs to remediate material weaknesses in our internal control over financial reporting.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

Following the issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that it was appropriate to restate our previously issued audited financial statements as of December 31, 2020 and for the period from June 4, 2020 (inception) through December 31, 2020. See “— our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of the restatement, we identified a material weakness in our internal controls over financial reporting.

As a result of such material weakness, the restatement, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date hereof, we have no

knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a business combination.

Our stockholders will experience immediate dilution as a consequence of the issuance of New FEI Class A common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of New FEI.

Assuming that no public stockholders exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, FAST’s initial stockholders and public stockholders will hold 23,000,000 shares of New FEI Class A common stock, or 15.6% of the outstanding Class A common stock. Assuming that FAST’s public stockholders holding 6,747,486 public shares exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, FAST’s initial stockholders and public stockholders will hold 16,252,514 shares of New FEI Class A common stock, or 11.6% of the outstanding Class A common stock.

There are currently outstanding an aggregate of 16,000,000 warrants to acquire New FEI Class A common stock, which comprise 6,000,000 private placement warrants held by FAST’s initial stockholders at the time of FAST’s IPO and 10,000,000 public warrants. Each of FAST’s outstanding whole warrants is exercisable commencing 30 days following the Closing for one share of New FEI Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of New FEI Class A common stock is issued as a result of such exercise, with payment to New FEI of the exercise price of $11.50 per share, New FEI’s fully-diluted share capital would increase by a total of 16,000,000 shares, with approximately $184,000,000 paid to New FEI to exercise the warrants.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on New FEI’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although FAST has conducted due diligence on FEI, FAST cannot assure you that this diligence revealed all material issues that may be present in their respective businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of FAST’s or FEI’s control will not later arise. As a result, New FEI may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with FAST preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on New FEI’s liquidity, the fact that New FEI reports charges of this nature could contribute to negative market perceptions about New FEI or its securities. In addition, charges of this nature may cause New FEI to violate net worth or other covenants to which it may be subject. Accordingly, any FAST Stockholder who chooses to remain a stockholder of New FEI following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by FAST’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of New FEI’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of FAST’s securities prior to the Closing may decline. The market values of FAST’s securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which FAST Stockholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Merger Agreement is based on the per share value of the amount in the trust account and will not be adjusted to reflect any changes in the market price of FAST’s Class A common stock, the market value of New FEI Class A common stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of New FEI’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of either FEI or

New FEI and trading in the shares of FAST’s Class A common stock has not been active. Accordingly, the valuation ascribed to New FEI in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for New FEI’s securities develops and continues, the trading price of New FEI’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond New FEI’s control. Any of the factors listed below could have a material adverse effect on your investment in New FEI’s securities and New FEI’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of New FEI’s securities may not recover and may experience a further decline.

Factors affecting the trading price of New FEI’s securities may include:

Broad market and industry factors may materially harm the market price of New FEI’s securities irrespective of New FEI’s operating performance. The stock market in general, and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New FEI’s securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to New FEI could depress New FEI’s stock price regardless of New FEI’s business, prospects, financial conditions or results of operations. A decline in the market price of New FEI’s securities also could adversely affect New FEI’s ability to issue additional securities and New FEI’s ability to obtain additional financing in the future.

Investors may not have the same benefits as an investor in an underwritten public offering.

New FEI will become a publicly listed company upon the completion of the Business Combination. The Business Combination is not an underwritten initial public offering of New FEI’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Business Combination, investors will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. New FEI investors must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of New FEI’s business or material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on the trading day immediately following the closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of New FEI securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of New FEI securities or helping to stabilize, maintain or affect the public price of New FEI securities following the closing. Moreover, New FEI will not engage in, and have not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the New FEI securities that will be outstanding immediately following the closing. In addition, since New FEI will become public through a merger, securities analysts of major brokerage firms may not provide coverage of New FEI since there is no incentive to brokerage firms to recommend the purchase of its common shares. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on New FEI’s behalf. All of these differences from an underwritten public offering of New FEI’s securities could result in a more volatile price for New FEI’s securities.

In addition, the Sponsor, certain members of the FAST board of directors and its officers, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to those of holders of New FEI’s securities following completion of the Business Combination, and that would not be present in an underwritten public offering of New FEI’s securities. Such interests may have influenced the board of directors of FAST in making their recommendation that FAST shareholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if New FEI became a publicly listed company through an underwritten initial public offering instead of upon completion of the merger.

Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what FEI’s actual financial position or what results of operations would have been had the Business Combination been completed on the dates indicated. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

There can be no assurance that New FEI Class A common stock that will be issued in connection with the Business Combination will be approved for listing on the NYSE following the Closing of the Business Combination, or that we will be able to comply with the continued listing standards of the NYSE.

The New FEI Class A common stock and warrants are expected to be listed on NYSE following the Business Combination. New FEI’s continued eligibility for listing may depend on the number of FAST’s shares that are redeemed. If, after the Business Combination, NYSE delists New FEI Class A common stock from trading on its exchange for failure to meet the listing standards, we and New FEI’s stockholders could face significant material adverse consequences including:

FAST’s Current Charter states that we must complete an initial business combination by August 25, 2022. If we have not completed an initial business combination by then (or such later date as FAST’s stockholders may approve in accordance with FAST’s Current Charter), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 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 and not previously released to us to (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and 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 FAST’s remaining stockholders and FAST’s Board, liquidate and dissolve, subject in each case to FEI’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, FAST’s public stockholders may only receive approximately $10.00 per share and FAST’s warrants will expire worthless.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, 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 prospective target business who executed a waiver of any and all rights to the funds held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable

bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If our stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of Class A common stock for a pro rata portion of the trust account.

Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the trust account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent by                 , New York City time, on                 , 2021. Stockholders electing to redeem their shares will receive their pro rata portion of the funds held in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, calculated as of two business days prior to the anticipated consummation of the Business Combination.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by FAST Stockholders is not obtained or that there are not sufficient funds in the trust account, in each case subject to certain terms specified in the Merger Agreement (as described under “The Merger Agreement — Conditions to Closing”), or that other closing conditions are not satisfied. If FAST does not complete the Business Combination, it could be subject to several risks, including:

The Proposed Charter designates the Southern District of Texas in the State of Texas as the exclusive forum for certain types of actions and proceedings that may be initiated by New FEI’s stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with New FEI or its directors, officers, employees or agents.

The Proposed Charter will require that, to the fullest extent permitted by law and unless New FEI otherwise consents in writing to the selection of an alternative forum, the Southern District of Texas in the State of Texas will be the exclusive forum for (i) any derivative action or proceeding brought on behalf of New FEI, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer, employee, agent or stockholder of New FEI to New FEI or New FEI’s stockholders, (iii) any action asserting a claim against New FEI, its directors, officers, employees or agents arising pursuant to any provision of the TBOC, the Proposed Charter or the Proposed Bylaws or as to which the TBOC confers jurisdiction on the Southern District of Texas in the State of Texas or (iv) any action asserting a claim against New FEI, its Directors, officers, employees or agents governed by the internal affairs doctrine; in each such case subject to such Southern District of Texas having personal jurisdiction over the indispensable parties named as defendants therein.

Further, the Proposed Charter will require that, to the fullest extent permitted by law and unless New FEI consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of New FEI shall be deemed to have notice of and consented to the exclusive forum provision of the Proposed Charter.

Section 22 of the Securities Act provides that federal and state courts have concurrent jurisdiction over lawsuits brought the Securities Act or the rules and regulations thereunder. To the extent the exclusive forum provision restricts the courts in which claims arising under the Securities Act may be brought, there is uncertainty as to whether a court would enforce such a provision. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Although we believe

this provision will benefit New FEI by providing increased consistency in the application of Texas law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against New FEI’s directors and officers.

There may be unexpected delays in the completion of the Business Combination, or the Business Combination may not be completed at all.

The Merger Agreement provides that either we or FEI may terminate the Merger Agreement if the Business Combination has not occurred by December 1, 2021. Certain events may delay the completion of the Business Combination or result in a termination of the Merger Agreement. Some of these events are outside the control of either party. In particular, completion of the Business Combination requires the affirmative vote of holders of not less than a majority of all outstanding shares of FAST’s common stock as of the record date for the special meeting of FAST’s stockholders to approve the Business Combination and an amendment to FAST’s Current Charter. We cannot assure FAST’s stockholders that the conditions to the completion of the Business Combination will be satisfied or waived, or that any adverse change, effect, event, circumstance, occurrence or state of facts that could give rise to the termination of the Merger Agreement will not occur, and we cannot provide any assurances as to whether or when the Business Combination will be completed.

The pendency of the Business Combination could have an adverse effect on FAST’s stock price, business, financial condition, results of operations or business prospects.

The announcement and pendency of the Business Combination could disrupt FAST’s business in negative ways. For example, customers and other third-party business partners of FAST or FEI may seek to terminate and/or renegotiate their relationships with FAST or FEI as a result of the Business Combination, whether pursuant to the terms of their existing agreements with FAST and/or FEI or otherwise. In addition, current and prospective employees of FAST and FEI may experience uncertainty regarding their future roles within the combined company, which might adversely affect FAST’s or New FEI’s ability to retain, recruit and motivate key personnel. Should they occur, any of these events could adversely affect the stock price of, or harm the financial condition, results of operations or business prospects of, FAST.

The regulatory approvals required in connection with the merger may not be obtained or may contain materially burdensome conditions.

Completion of the Business Combination is conditioned upon the receipt of certain regulatory approvals, and neither FAST nor FEI can provide assurance that these approvals will be obtained. If any conditions or changes to the proposed structure of the Business Combination are required to obtain these regulatory approvals, they may have the effect of jeopardizing or delaying completion of the Business Combination or reducing the anticipated benefits of the Business Combination. If FAST agrees to any material conditions in order to obtain any approvals required to complete the Business Combination, the business and results of operations of the combined company may be adversely affected.

If the Restructuring does not qualify as generally tax-free for U.S. federal income tax purposes, New FEI could be subject to significant tax liabilities.

Some or all of the transactions occurring pursuant to the Restructuring may not qualify for tax-free treatment under the Code, in which case New FEI, and/or certain of FEI’s subsidiaries, could be subject to significant U.S. federal income tax liability. If certain steps of the Restructuring do not qualify under Sections 355 and 368(a)(1)(D) of the Code, New FEI, and/or certain of FEI’s subsidiaries, would recognize taxable gain on the property distributed pursuant to the Restructuring as if such property had been sold in a taxable transaction for its fair market value. In addition, pursuant to tax matters agreements to be entered into in connection with the Restructuring, FEI and/or certain of FEI’s subsidiaries, may be required to indemnify entities distributed to Mr. Fertitta in the Restructuring against all or a portion of the taxes incurred by such entities in the event that the Restructuring fails to qualify for tax-free treatment under the Code. If FEI is required to pay any tax liabilities in connection with the Restructuring pursuant to the tax matters agreements or pursuant to applicable tax law, the amounts could be significant.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, our reevaluated the accounting treatment of our public and private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as of December 31, 2020 contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors that are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

General Risks Relating to FEI

FEI offers healthcare benefits to certain of FEI’s employees and FEI may experience increased healthcare costs, which could have a material adverse effect on FEI’s business, financial condition and results of operations.

FEI offers access to healthcare benefits to certain of FEI’s employees. Changes in legislation may cause FEI to provide health insurance to employees on terms that differ significantly from FEI’s existing programs. FEI continues to be impacted by the passage of the PPACA. Under the PPACA, FEI has been required to amend FEI’s healthcare plans to, among other things, provide affordable coverage, as defined in the PPACA, to all full time employees, or otherwise be subject to a payment per employee based on the affordability criteria in the PPACA, cover adult children of FEI’s employees to age 26, delete lifetime limits and delete pre-existing condition limitations.

Additionally, some states and localities have passed state and local laws mandating the provision of certain levels of health benefits by some employers.

Taxing authorities may select to audit FEI’s international, federal, state and/or local tax returns from time to time, which may result in tax assessments and penalties that could have an adverse effect on FEI’s results of operations and financial condition.

FEI is subject to federal, state and local taxes in the U.S. as well as taxation by the taxing authorities in countries where FEI has international operations. Although FEI believes that FEI’s tax reporting is accurate, if any taxing authority disagrees with the positions taken by FEI on FEI’s tax returns, FEI could have additional tax liabilities, including interest and penalties, which, if material, could have an adverse impact on FEI’s results of operations and financial condition. The IRS is currently examining our federal income tax returns for fiscal years 2017 and 2018 and the federal income tax returns for fiscal years 2013 through 2019 filed by Del Frisco’s Restaurant Group, which we acquired in 2019.

GNOG has identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect FEI’s ability to report its results of operations and financial condition accurately and in a timely manner.

As a result of that SEC Staff Statement, GNOG’s management reviewed its warrants in accordance with Accounting Standards Codification ASC 815. Following such analysis, GNOG’s management determined that certain terms of GNOG’s outstanding warrants required that such warrants be classified as a derivative liability measured at fair value, with changes in fair value each period reported in earnings, and accordingly restated its previously issued and audited financial statements as of and for the period ended December 31, 2020. In connection with such restatement, GNOG’s management reassessed the effectiveness of its disclosure controls

and procedures as of December 31, 2020. As a result of that reassessment, GNOG determined that its disclosure controls and procedures were ineffective due to a material weakness in evaluating complex accounting issues, which resulted in the restatement.

FEI can give no assurance that the measures FEI or FEI’s affiliates have taken and plan to take in the future will remediate its material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if FEI is successful in strengthening FEI’s controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of FEI’s financial statements.

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INFORMATION ABOUT THE PARTIES TO THE MERGER

FAST

FAST is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information regarding FAST, see the section entitled “Other Information Related to FAST.”

FEI

Fertitta Entertainment, Inc., a Texas corporation, is a holding company that owns all of the equity in Golden Nugget, LLC and Landry’s, LLC, approximately 31.494 million shares in GNOG, hotels, real estate, and other investments. The Business Combination will include all of FEI's holdings in GNOG and the majority of the assets and businesses that comprise Golden Nugget, LLC and Landry’s, LLC. Together, Golden Nugget, LLC and Landry’s, LLC represent a multinational, diversified gaming, restaurant, hospitality, and entertainment business based in Houston, Texas, encompassing:

Immediately after the consummation of the Business Combination, FEI will complete the Restructuring (as defined herein), whereby a limited number of FEI subsidiaries, assets and businesses, representing eight restaurants and certain real estate holdings, that are not intended to be part of the Business Combination will be separated from FEI and distributed to Mr. Fertitta pursuant to the Separation Agreement (as defined herein) and the Split-Off Agreement (as defined herein).

On August 9, 2021, GNOG entered into the GNOG Merger Agreement with DraftKings, New DraftKings and the other parties thereto, pursuant to which New DraftKings agreed to acquire each of DraftKings and GNOG in concurrent mergers. At the closing of the GNOG Merger, New DraftKings will, among other things, acquire each issued and outstanding share of common stock of GNOG, including the shares of GNOG common stock owned by FEI, in exchange for 0.365 of a share of New DraftKings Class A common stock. If the GNOG Merger closes prior to the Closing, the Business Combination will include all of the shares of New DraftKings Class A common stock that FEI receives at closing of the GNOG Merger.

FAST Merger Corp.

FAST Merger Corp. is a wholly-owned subsidiary of FAST formed for the purpose of effecting the Business Combination and the TX Merger. FAST Merger Corp. was incorporated under the Texas Business Corporation Act on January 20, 2021 and owns no material assets and does not operate any business.

Merger Sub

Merger Sub is a wholly-owned subsidiary of FAST formed solely for the purpose of effecting the Business Combination. Merger Sub was incorporated under the Texas Business Corporation Act on January 20, 2021. Merger Sub owns no material assets and does not operate any business.

LLC Sub

LLC Sub is a wholly-owned subsidiary of FAST Merger Corp. formed solely for the purpose of effecting the Business Combination. LLC Sub was incorporated under the Texas Business Corporation Act on February 11, 2021. LLC Sub owns no material assets and does not operate any business.

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THE SPECIAL MEETING

Overview

This proxy statement/prospectus is being provided to FAST Stockholders as part of a solicitation of proxies by the FAST Board for use at the Special Meeting to be convened on                 , 2021 and at any adjournments or postponements of such meeting. This proxy statement/prospectus is being furnished to FAST Stockholders on or about                 , 2021. In addition, this proxy statement/prospectus constitutes a prospectus for New FEI in connection with the issuance by New FEI of common stock to be delivered to FAST Stockholders in connection with the TX Merger.

Date, Time and Place of the Special Meeting

The special meeting will be held via live webcast at                 Eastern Time, on                 , 2021, in virtual format. Stockholders may attend, vote and examine the list of FAST Stockholders entitled to vote at the Special Meeting by visiting                 and entering the control number found on their proxy card, voting instruction form or notice they previously received. In light of public health concerns regarding the coronavirus (COVID-19), the Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically.

Proposals

At the Special Meeting, FAST Stockholders will vote upon:

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Record Date; Outstanding Shares; Shares Entitled to Vote

FAST has fixed the close of business on                 , 2021 as the “record date” for determining FAST Stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on                 , 2021, there were                 FAST Shares outstanding and entitled to vote. Each FAST Share is entitled to one vote per share at the Special Meeting.

Quorum

A quorum of FAST Stockholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of FAST Shares are present in person (which would

include presence at a virtual meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Vote Required and FAST Board Recommendation

The Business Combination Proposal

FAST Stockholders are being asked to consider and vote on a proposal to adopt the Merger Agreement and thereby approve the Business Combination. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination. In particular, your attention is directed to the full text of the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal. The Business Combination cannot be completed unless the Business Combination Proposal is adopted by affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon.

FAST’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

The Reincorporation Proposal

Approval of the Reincorporation Proposal requires the affirmative vote of a majority of the outstanding FAST Shares entitled to vote thereon. Abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

FAST’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE REINCORPORATION PROPOSAL.

The Charter Proposal

Approval of the Charter Proposal requires the affirmative vote of a majority of the outstanding FAST Shares entitled to vote thereon, voting together as a class. Abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

FAST’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE CHARTER PROPOSAL.

The Advisory Charter Proposals

Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by FAST Stockholders present or represented by proxy at the meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

FAST’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY CHARTER PROPOSALS.

The Stock Issuance Proposal

Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

FAST’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE STOCK ISSUANCE PROPOSAL.

The Incentive Award Plan Proposal

Approval of the Incentive Award Plan Proposal requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

FAST’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE INCENTIVE AWARD PLAN PROPOSAL.

The Director Election Proposal

The election of each of the director nominees pursuant to the Director Election Proposal requires a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual special meeting) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

FAST’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

Adjournment Proposal

If the chairman of the Special Meeting does not adjourn the Special Meeting, FAST Stockholders may be asked to vote on a proposal to adjourn the Special Meeting, or any postponement thereof, to another time or place if necessary or appropriate (i) due to the absence of a quorum at the Special Meeting, (ii) to prevent a violation of applicable law, (iii) to provide to FAST Stockholders any supplement or amendment to the proxy statement/prospectus and/or (iv) to solicit additional proxies if FAST reasonably determines that it is advisable or necessary to do so in order to obtain FAST Stockholder approval for the Merger Agreement and thereby approval of the Business Combination.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FAST Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.

Voting Your Shares

FAST Stockholders may vote electronically at the Special Meeting by visiting                 or by proxy. FAST recommends that you submit your proxy even if you plan to attend the Special Meeting. If you vote by proxy, you may change your vote by submitting a later dated proxy before the deadline or by voting electronically at the Special Meeting.

If your FAST Shares are owned directly in your name with our transfer agent, Continental, you are considered, with respect to those shares, the “stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) stockholder.”

If you are a FAST Stockholder of record, you may use the enclosed proxy card to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your proxy card, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. If you sign and return your proxy card but do not mark your card to tell the proxies how to vote, your shares will be voted “FOR” the proposals to adopt the Merger Agreement and the other proposals presented at the Special Meeting.

Your shares will be counted for purposes of determining a quorum if you vote:

Abstentions will be counted for determining whether a quorum is present for the Special Meeting.

Voting instructions are printed on the proxy card or voting information form you received. Either method of submitting a proxy will enable your shares to be represented and voted at the Special Meeting.

Voting Shares Held in Street Name

If your FAST Shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your FAST Shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

If you do not provide voting instructions to your bank, broker or other nominee or intermediary, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. Brokers do not generally have discretionary authority to vote on any of the proposals.

Broker non-votes are shares held by a broker, bank or other nominee or intermediary that are present or represented by proxy at the Special Meeting, but with respect to which the broker, bank or other nominee or intermediary is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not generally have voting power on such proposal. Because brokers, banks and other nominees or intermediaries do not generally have discretionary voting with respect to any of the proposals, if a beneficial owner of FAST Shares held in “street name” does not give voting instructions to the broker, bank or other nominee for any proposal, then those shares will not be present or represented by proxy at the Special Meeting.

Revoking Your Proxy

If you are a FAST Stockholder of record, you may revoke your proxy at any time before it is voted at the Special Meeting by:

If you are a non-record (beneficial) FAST Stockholder, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

Share Ownership and Voting by FAST’s Officers and Directors

As of the record date, the FAST directors and officers and their affiliates had the right to vote approximately                 FAST Shares, representing approximately 20% of the FAST Shares then outstanding and entitled to vote at the meeting. FAST’s initial stockholders (consisting of the Sponsor) and its directors at the time of its initial public offering have entered into a letter agreement with us to vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Reincorporation Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of each director nominee and “FOR” the approval of the Adjournment Proposal.

Redemption Rights

Public stockholders may seek to redeem the public shares that they hold, regardless of whether they vote for or against the proposed Business Combination or do not vote at the Special Meeting. Any public stockholder may request redemption of their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 20% or more of the shares of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

FAST’s initial stockholders will not have redemption rights with respect to any FAST Shares owned by them, directly or indirectly.

You will be entitled to receive cash for any public shares to be redeemed only if you:

If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming public stockholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to stockholders for the return of their public shares.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct them to do so.

Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with FAST’s consent, until the Closing. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that FAST instruct its transfer agent to return the certificate (physically or

electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus.

If the Business Combination is not approved or completed for any reason, then public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, FAST will promptly return any public shares previously delivered by public holders.

For illustrative purposes, the cash held in the trust account on June 30, 2021 was approximately $200.0 million or $10.00 per public share. Prior to exercising redemption rights, public stockholders should verify the market price of FAST shares as they may receive higher proceeds from the sale of their FAST shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. FAST cannot assure its stockholders that they will be able to sell their FAST shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own those public shares. You will be entitled to receive cash for your public shares only if you properly exercise your right to redeem your public shares and deliver your FAST shares (either physically or electronically) to the transfer agent, in each case prior to                 , New York City time, on                 , 2021, the deadline for submitting redemption requests, and the Business Combination is consummated.

Immediately following the Closing, New FEI will pay public stockholders who properly exercised their redemption rights in respect of their public shares.

Appraisal Rights

Neither FAST Stockholders nor FAST warrant holders have appraisal rights in connection with the Business Combination or the TX Merger under the DGCL.

Potential Purchases of Shares and/or Public Warrants

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FAST or its securities, the initial stockholders, FEI and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire FAST Shares or vote their FAST Shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FAST satisfies the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.

Costs of Solicitation

FAST will bear the cost of soliciting proxies from FAST Stockholders.

FAST will solicit proxies by mail. In addition, the directors, officers and employees of FAST may solicit proxies from FAST Stockholders by telephone, electronic communication, or in person, but will not receive any additional compensation for their services. FAST will make arrangements with brokerage houses and other custodians, nominees, and fiduciaries for forwarding proxy solicitation material to the beneficial owners of FAST Shares held of record by those persons and will reimburse them for their reasonable out-of-pocket expenses incurred in forwarding such proxy solicitation materials.

FAST has engaged a professional proxy solicitation firm, Morrow, to assist in soliciting proxies for the Special Meeting. FAST has agreed to pay Morrow a fee of $25,000, plus disbursements. FAST will reimburse Morrow for reasonable out-of-pocket expenses

and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. FAST will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. FAST’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Other Business

FAST is not aware of any other business to be acted upon at the Special Meeting. If, however, other matters are properly brought before the Special Meeting, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the FAST Board may recommend.

Attendance

Only FAST Stockholders on the record date or persons holding a written proxy for any stockholder or account of FAST as of the record date may attend the Special Meeting. The Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically. If you hold your FAST Shares in your name as a stockholder of record and you wish to attend the Special Meeting, please visit                 and enter the control number found on your proxy card. If your FAST Shares are held in “street name” in a stock brokerage account or by a bank, broker or other holder of record and you wish to attend the Special Meeting, you must obtain a legal proxy from the bank, broker or other holder of record in order to vote your shares electronically at the Special Meeting.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Morrow Sodali LLC, the proxy solicitation agent for FAST, by calling (800) 662-5200, or by emailing FST.info@investor.morrowsodali.com.

​

THE BUSINESS COMBINATION PROPOSAL

Structure of the Business Combination

Pursuant to the Merger Agreement, (i) FAST will change its jurisdiction of incorporation to Texas by merging with and into FAST Merger Corp., with FAST Merger Corp. surviving the merger (i.e., the TX Merger), and (ii) Merger Sub will merge with and into FEI with FEI surviving the merger (i.e., the Merger), and (iii) FEI shall merge with and into LLC Sub, with LLC Sub surviving such merger as a direct, wholly owned subsidiary of FAST Merger Corp. (i.e., the LLC Sub Merger).

Consideration

FEI Equityholders

Under the Merger Agreement, FAST has agreed to combine with FEI for aggregate consideration in the form of shares of New FEI Class B common stock valued at approximately $3.842 billion (subject to adjustment as described in the Merger Agreement) based on (1) proceeds available from the trust account, after giving effect to any and all redemptions, and (2) proceeds from the Private Placement. The value of the transaction consideration will change based on, amongst other things, (i) the difference between the net debt of FEI at the Closing and the current target net debt of $4.6 billion, (ii) the difference between the number of shares of GNOG common stock held by FEI at the Closing and the 31,494,175 shares of GNOG common stock held by FEI at the date of execution of the amendment to the Merger Agreement multiplied by the reference price of $13.00 per share and (iii) (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 $13.00 multiplied by (y) 31,494,175 shares of GNOG common stock held by FEI as of the date of execution of the amendment to the Merger Agreement (subject to adjustment by reason of dividend, subdivision, reclassification, recapitalization, split, combination of exchange of shares, the issuance of shares to FEI or certain of its subsidiaries in connection with interest payments paid on any indebtedness of GNOG,or any other similar event between the date of the Merger Agreement and Closing). Based on FEI’s net debt as of September 14, 2021 of $4.1 billion, 31,657,545 shares of GNOG common stock held by FEI as of September 14, 2021 and the GNOG share price of $15.76, the 60-day average as of September 14, 2021, 447.5 million shares of New FEI Class B common stock would be issued to Mr. Fertitta as of the Closing Date, representing an aggregate value of approximately $4.47 billion. A sensitivity analysis on the consideration transferred has been performed to assess the effect that a hypothetical 10% change in the GNOG stock trading price would have on the merger consideration. A 10% change in GNOG’s common stock trading price would cause a corresponding increase/decrease to total consideration of approximately $49.6 million, in each of the no redemption and maximum redemption scenarios described herein.

Not less than four business days prior to the Closing, FEI must deliver to FAST written notice setting forth FEI’s good faith calculation of the transaction value and the number of shares of New FEI Class B common stock to be issued to Mr. Fertitta at Closing. FAST will have two business days following delivery of such calculations to provide any reasonable comments and questions with respect to such calculations, which FEI will consider and respond to in good faith. FEI will subsequently deliver a written notice setting forth the final calculation of the number of New FEI Class B common stock to be issued to Mr. Fertitta at Closing on or before the Closing, which notice will, absent manifest error, be binding on all parties to the Merger Agreement and will be used by New FEI for purposes of issuing the merger consideration to Mr. Fertitta.

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 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.

Upon the effective time of the Merger, all shares of FEI common stock will be canceled and converted into the right to receive the merger consideration as calculated between the parties. Each holder of certificates or book-entry shares will cease to have any rights, except the right to receive merger consideration. Prior to the Closing, FEI stockholder will deliver to FAST a completed letter of transmittal. In no event will the merger result in the holder of FEI common stock holding less than 50.1% of outstanding FAST common stock following the Closing.

FAST Equityholders

The FAST Shares held by FAST stockholders prior to the consummation of the Business Combination will be exchanged, on a one-for-one basis, for shares of New FEI Class A Common Stock upon the consummation of the Business Combination.

On the effective date of the reincorporation, holders of FAST Class A common stock and warrants will receive New FEI Class A common stock and warrants of New FEI without needing to take any action and accordingly such holders should not submit the certificates relating to their FAST Class A common stock or warrants.

The Private Placement

FAST entered into Subscription Agreements with certain PIPE Investors (including Jefferies and Tilman Fertitta), pursuant to which, among other things, FAST has agreed to issue and sell, in private placements to close immediately prior to the Closing of the Business Combination, an aggregate of 124,000,000 shares of Class A common stock for $10.00 per share. The Private Placement is expected to close immediately prior to the Closing. In connection with the Closing, pursuant to the Merger Agreement, all of the issued and outstanding shares of FAST Class A common stock, including the shares of FAST Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New FEI Class A common stock. The Company has commitments for approximately $1.24 billion of proceeds in connection with the Subscription Agreements.

Background of the Business Combination

FAST is a special purpose acquisition 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. FAST sought to capitalize on the substantial deal sourcing, investing and operating expertise of its management team and advisors to identify and combine with one or more businesses with strong potential for post-COVID growth.

On August 24, 2020, FAST consummated its IPO of 20,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one warrant, generating total gross proceeds of $200,000,000.

At the time of the IPO, neither FAST nor anyone on its behalf had identified or engaged in any substantive discussions, directly or indirectly, with, any potential target with respect to an initial business combination.

After the IPO, FAST’s officers, advisors and directors commenced an active search for prospective businesses or assets to acquire in its initial business combination. FAST’s management team was contacted by, and contacted, numerous individuals, financial advisors and other entities who offered to present ideas for business combination opportunities. In addition, certain FAST advisors and directors identified potential business combination candidates.

Between August 2020 and November 2020 FAST entered into non-disclosure agreements with seven potential business combination candidates in the restaurant and restaurant adjacent industry (none of which was FEI). FAST management conducted preliminary diligence and held introductory discussions with each candidate, and progressed to more substantive discussions with three of the seven regarding target business valuation and other preliminary economic terms of a potential business combination.

As a result of this process, FAST management and its advisors ultimately identified a preferred potential business combination candidate (“Company A”), in light of, among other things, Company A’s focus on developing technology solutions for restaurants. On September 7, 2020 FAST sent Company A a preliminary draft of a term sheet for a proposed business combination.

Between September 8, 2020 and October 12, 2020, representatives from FAST and Company A conducted several meetings to discuss Company A’s business and the potential terms of a business combination in which Company A would become public. FAST, Company A and their advisors exchanged multiple drafts of a term sheet for a proposed business combination. In addition, FAST engaged several consultants with experience in the restaurant industry to assist FAST with its evaluation of Company A.

Ultimately, on October 12, 2020, prior to executing a non-binding term sheet, Company A’s chief executive officer informed FAST management that Company A’s board of directors had expressed doubts as to whether it was ready to be a publicly listed company and, as a result, Company A was no longer interested in a business combination with FAST.

On October 15, 2020, representatives from Jefferies LLC (“Jefferies”), FEI’s financial advisor, reached out to the FAST management team to discuss whether FAST had interest in exploring a potential business combination involving FEI’s Golden Nugget and Landry’s business assets.

On October 17, 2020, Doug Jacob, a FAST co-founder and advisor, conducted a meeting with Mr. Fertitta, the Chief Executive Officer and sole stockholder of FEI, to discuss the Golden Nugget and Landry’s businesses and determine if there was interest to explore a potential business combination with FAST to take these businesses public.

On October 21, 2020 representatives from FEI, Jefferies, FAST, Latham & Watkins LLP, FEI’s legal counsel (“Latham”), Winston & Strawn LLP, FAST’s legal counsel (“Winston”) and White & Case LLP, FAST’s legal counsel (“W&C”), participated in a teleconference to discuss a potential business combination between FAST and FEI, including preliminary high-level terms and a possible timeline for such business combination. Among other preliminary terms, the parties contemplated FAST raising a private placement fundraise (a “Private Placement”) in addition to the potential $200M of capital held by FAST in trust in order to partially pay down the existing debt of the Golden Nugget and Landry’s businesses. At the conclusion of this teleconference, FEI and FAST expressed mutual interest in continuing to explore a business combination transaction and agreed to continue discussions to enable FAST to propose a formal term sheet to FEI for such business combination.

On October 24, 2020, FAST entered into a non-disclosure agreement with FEI and received access to the electronic data room FEI had established in order to facilitate FAST’s due diligence review of the Golden Nugget and Landry’s businesses.

On October 25, 2020, FAST engaged Citigroup Global Markets Inc. (“Citi”) as its financial advisor to provide financial advice to FAST on a potential transaction with FEI, assist FAST with review of a financial model of FEI prepared by FEI management and provide assistance with FAST’s understanding of the gaming and restaurant industry generally and the negotiation of the potential transaction with FEI. FAST selected Citi in part because Citi had previously acted as the lead bookrunner for the IPO and had experience in the gaming and restaurant industry. In connection with such engagement, Citi will receive a fee for its services, which fee is contingent upon the consummation of the transaction. Citi will also be entitled to receive certain other amounts upon the consummation of the transaction, including certain deferred underwriting fees payable to Citi as compensation for Citi’s underwriting of the IPO. In addition, FAST has agreed to reimburse Citi’s expenses and indemnify Citi against certain liabilities arising out of its engagement. Additional information regarding the amounts payable to Citi in connection with the transaction are described under “FAST’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations — Underwriting Agreement.”

From late October until late November, FEI provided FAST and its representatives and advisors access to due diligence materials, including financial information for the Golden Nugget and Landry’s businesses, in order to facilitate FAST’s preparation of a financial model.

On November 10, 2020, Mr. Jacob and Mr. Remm attended a meeting with Mr. Fertitta and a representative from Jefferies in Houston, Texas to discuss the Golden Nugget and Landry’s businesses and the structure of a proposed business combination.

The next day, on November 11, 2020 Mr. Jacob and Mr. Remm conducted in-person diligence with FEI management, with other members of the FAST team joining telephonically. Throughout the day, Mr. Jacob and Mr. Remm held conversations with several senior executives of FEI (including Mr. Fertitta), toured several restaurants, and attended formal management meetings (with other representatives from FAST and Citi attending via videoconference) where FEI representatives made presentations regarding the Golden Nugget and Landry’s businesses.

Following this meeting, the representatives of FEI and FAST agreed to work in good faith towards an agreement on business terms of a proposed business combination involving FAST and FEI’s Golden Nugget and Landry’s business assets with the goal of finalizing a term sheet.

On November 16, FAST delivered an initial draft of a term sheet to FEI for a proposed business combination involving FAST and FEI’s Golden Nugget and Landry’s businesses. The term sheet was preliminary and intended to serve as a starting point for further discussion by setting forth key structural components of a potential business combination, including that FAST would acquire FEI’s Golden Nugget and Landry’s business (including shares of GNOG), in exchange for which Mr. Fertitta, FEI’s sole stockholder, would receive shares of FAST. The draft term sheet ascribed an enterprise value to the combined businesses of Golden Nugget and Landry’s

(exclusive of the GNOG shares) of $5.832 billion based on a 9.0x projected EBITDA of $648 million for 2022 and $442 million for the GNOG shares (representing a per share price of approximately $14.10). It also provided that FAST would obtain $1.282 billion in Private Placement financing which, together with and any funds remaining in FAST’s trust account after satisfying any redemptions, would be used to partially pay-down FEI’s existing indebtedness. Finally, the draft term sheet contemplated Mr. Fertitta owning more than 50% of the outstanding stock of the combined business and receiving shares of stock entitled to 10 votes per share.

Over the next several weeks, members of the FAST management team, together with its advisors, continued to review due diligence materials regarding the Golden Nugget and Landry’s businesses and hold telephonic conferences and virtual meetings with the FEI team to discuss commercial, regulatory, tax and other legal elements of FEI’s business, as well as the terms of the proposed business combination. FAST, FEI and their respective advisors also discussed important structural elements of a potential transaction, including identifying which FEI assets comprising the Golden Nugget and Landry’s businesses that would remain in FEI for purposes of the transaction.

During this time, FAST and Citi reviewed a financial model for the proposed combined company that was prepared by FEI management. This financial model was constructed from a shop-level rollup of all restaurant and casino units that would be included in the public entity. For each unit, revenue and restaurant level profit from 2019 as well as projections for 2021 and 2022 were included. The main drivers of the projections were built off of an assumed decline in sales for 2021 vs. actual results from 2019 and for 2022 vs. 2019 results to reflect the uncertainty surrounding COVID. The other material driver was a 2.8% improvement in restaurant level profit margin compared to 2019 to reflect the improved operational efficiencies from lower levels of shop-level G&A that were successfully realized during COVID and consistent with the margin improvements that the FAST team had seen in other restaurant groups with which they are involved. Detailed diligence was performed by FAST on the sales mix across upscale, specialty and casual restaurant concepts in addition to the daypart mix across these concepts. Additional diligence was completed on same store sales trends by restaurant concept focusing on which concepts were expected to be most critical to FEI’s return to pre-COVID performance levels. On a consolidated basis, the financial model assumed a 20% decline in same store sales for 2021 vs. 2019, a 13% decline for 2022 vs. 2019, and a return to 2019 sales levels by 2023. FAST’s representatives and advisors performed further diligence (including from independent data sources) to evaluate both the U.S. and international addressable markets for these businesses. This and other data points, along with evaluations of other public and private companies, formed the framework for FAST’s proposal to FEI.

From November 16, 2020 to December 2, 2020, the parties continued to negotiate principal terms of the proposed transaction, including valuation, exclusivity, minimum proceeds, governance, founder share forfeiture and structure, and the parties exchanged drafts of a proposed term sheet. During this time, FAST management periodically updated the FAST Board on the status of these negotiations and the relative merits of a transaction involving the Golden Nugget and Landry’s businesses.

On November 24, 2020, representatives from FAST and FEI attended video conference calls to finalize FAST’s initial business due diligence in preparation for the execution of a non-binding term sheet. During this call, FEI and FAST identified the assets of the Golden Nugget and Landry’s businesses that FEI intended to keep as part of the transaction as well as certain FEI assets that were not related to the Golden Nugget and Landry’s businesses and which were proposed to be spun out of FEI on a tax-free basis prior to the consummation of a business combination with FAST.

On December 2, 2020, FAST and FEI executed a non-binding term sheet for the business combination. Consistent with the initial draft term sheet, the non-binding term sheet: ascribed an enterprise value to the Golden Nugget and Landry’s businesses (excluding the shares of GNOG) of $5.994 billion, based on a 9.25x projected EBITDA of $648 million for 2022, and provided that the value GNOG shares would be based on the trading price of such shares at closing; provided that FAST would obtain commitments for a Private Placement financing of $1.24 billion concurrently with the execution of the definitive merger agreement, the proceeds of which, together with any funds remaining in FAST’s trust account after satisfying any redemptions, would be used to pay down FEI’s existing indebtedness; contemplated that Mr. Fertitta would own greater than 50% of the outstanding stock of the combined business and be entitled to 10 votes for each share of stock he received (in contrast to the one vote per share to which all other stockholders would be entitled); In addition, the term sheet provided that the combined company would have an eight-member board of directors, which would include Mr. Fertitta and Mr. Remm. It also identified the FEI assets comprising the Golden Nugget and Landry’s business that would remain in FEI and required that certain other FEI assets unrelated to the Golden Nugget and Landry’s business be removed from FEI prior to the combination in a tax-free spinout. Finally, the term sheet contained a binding, one-way exclusivity provision prohibiting FEI from pursuing a transaction with any third party.

Following the execution of the non-binding term sheet, the parties, in consultation with advisors, began to (i) prepare investor materials for the Private Placement fundraise and (ii) prepare and negotiate the definitive agreements memorializing the business combination. From December 16, 2020 through January 31, 2020, FAST and FEI, with the assistance of their respective counsel, negotiated and finalized the Original Merger Agreement and the other definitive ancillary agreements for the business combination. The material provisions most heavily negotiated included, among others, the representations, warranties and covenants of each party, the termination provisions, the absence of a minimum cash condition (given the substantial Private Placement finance) and the mechanism for adjusting valuation to account for changes in net debt and the value of the GNOG shares as of immediately prior to closing.

On December 16, 2020, FAST engaged Jefferies to act as the lead arranger for the Private Placement due to its familiarity with FEI and the Golden Nugget business. FAST also engaged Hollister Associates, LLC to arrange a portion of the Private Placement.

On December 18, 2020, FAST’s board of directors held a special board meeting via video conference to discuss the potential business combination, including the status of negotiations, the relative merits of the business combination, the material terms set forth in the letter of intent and the preparations undertaken to date in connection with the Private Placement fundraise. In particular, members of FAST management noted they believed that FEI had significant growth potential because (i) it was strongly positioned to capitalize on a return of consumer spending on restaurants given FEI’s attractive footprint and strong operations even with limited dining room and casino capacity, and (ii) FEI’s strong track record of accretive acquisitions, and its assumption that the next few years could yield a buyer’s market for hospitality assets. Following the presentation by FAST management, representatives from Citi gave a presentation to the FAST Board of FEI’s management’s financial analysis in connection with the Business Combination and FEI’s management’s financial projections for the combined business. Following the discussions, the FAST Board instructed management and representatives of FAST to proceed with the negotiation of the business combination with FEI and to reach out on a confidential basis to potential Private Placement investors.

Later that day, on December 18, 2020, representatives from FAST, FEI and Jefferies began conducting virtual meetings with potential Private Placement investors.

From December 18, 2020 to January 13, 2021, FAST and FEI conducted meetings with a substantial number of potential investors to secure Private Placement commitments of $1.24 billion. From these meetings, approximately thirty-five (35) investors expressed interest in participating in the Private Placement. From January 13, 2021 through January 31, 2021, FAST and FEI, with assistance from Jefferies, Latham, Winston and W&C, negotiated the Subscription Agreements with the investors participating in the Private Placement.

On January 21, 2021, the FAST Board held a special telephonic board meeting to discuss the terms of the Original Merger Agreement and the other definitive agreements for the business combination between FAST and FEI’s Golden Nugget and Landry’s businesses and the Private Placement. Mr. Jacob reiterated the strategic reasons for pursuing a business combination with FEI including FEI’s position in the marketplace and opportunities for sustained growth, particularly following the COVID pandemic. Mr. Jacob also provided an update on the ongoing Private Placement fundraise. Following Mr. Jacob’s presentation, representatives from Citi gave a presentation of FEI’s management’s financial analysis in connection with the Business Combination and FEI’s management’s financial projections for the combined business, reviewing with the board such financial analysis and such financial projections, in each case prepared by FEI’s management. Following the review by Citi, representatives from Winston reviewed the material terms of the Original Merger Agreement and the other definitive agreements (drafts of which had been provided to the Board in advance of the call) and identified open points that were still subject to negotiation, including, among others, whether the Original Merger Agreement would include a minimum cash condition. Following the presentations, the FAST Board engaged in extensive discussion and deliberation, after which the FAST Board unanimously determined that proceeding with the business combination was in the best interests of the Company and all of its stockholders and approved FAST’s entry into the Original Merger Agreement and the other definitive agreements and the consummation of the Business Combination on the terms presented to them (assuming that all open points would be resolved in favor of FEI) and the FAST Board directed FAST’s management to finalize and execute the Original Merger Agreement and the other definitive agreements.

Between January 21, 2021 and January 31, 2021, FAST, FEI and their advisors finalized the Original Merger Agreement (which ultimately did not include a minimum cash condition), the other definitive agreements and the Subscription Agreements.

On February 1, 2021, the parties entered into the Original Merger Agreement and the other definitive agreements for the Business Combination and FAST entered into the Subscription Agreements for the Private Placement with participating investors, including Jefferies and Tilman Fertitta. Later that day, FAST and FEI issued a press release announcing the Business Combination.

From February 2021 through May 2021, the parties and their advisors worked together to prepare a preliminary draft of the registration statement, of which this proxy statement/prospectus forms a part, to be filed with the SEC.

On May 27, 2021, representatives from Jefferies and FEI management contacted FAST to discuss a potential amendment to the Original Merger Agreement whereby FEI would keep certain previously excluded restaurant and entertainment assets in the Golden Nugget and Landry’s business, and in exchange Mr. Fertitta, as FEI’s sole stockholder, would receive additional shares of FAST.

On May 28, 2021, FEI management prepared and circulated materials outlining the proposed terms of the alternative transaction structure which, given the inclusion of the additional restaurant and entertainment assets and business units (including the Mastro’s restaurant brand, the Catch Hospitality restaurant brand, the Aquariums, the Pleasure Pier, certain Vic and Anthony’s restaurants, and a handful of smaller restaurant concepts), would ascribe an enterprise value to the Golden Nugget and Landry’s businesses (including the shares of GNOG at $13.00 a share) of $8.632 billion, based on a 10.4x projected EBITDA of $790 million for 2021, and would increase Mr. Fertitta’s economic ownership of the post-closing company to approximately 72.3%.

During the month of June 2021, detailed diligence was performed by FAST and its advisors on the revenue, same store sales (SSS) and EBITDA contribution from these additional restaurant and entertainment assets, with a particular focus on post-COVID performance levels. Additionally, during this time representatives from FAST, FEI and their advisors negotiated an amendment to the Merger Agrement and applicable ancillary documents to reflect the alternative transaction structure. In addition, during this time, representatives from FAST, FEI and Jefferies conducted confidential virtual meetings with the Private Placement investors who had previously executed Subscription Agreements to discuss and review the terms of the proposed alternative transaction structure.

On June 23, 2021, the FAST Board held a special telephonic board meeting to discuss the terms of the alternative transaction structure as reflected by Amendment No. 1 to the Merger Agreement and the amendments to the other necessary ancillary agreements. Mr. Jacob provided a description of the new assets proposed to be included in the alternative transaction and discussed how the inclusion of such assets would increase the number of FAST shares received by Mr. Fertitta and, by extension, the value of the merger consideration (from approximately $1.97 billion to approximately $3.84 billion). Representatives from Citi then updated the Board on the performance of the FEI business and the timeline of the transaction. Following the presentation by Citi, representatives from Winston reviewed for the FAST Board the material terms of Amendment No. 1 to the Merger Agreement. Following the presentations, the FAST Board engaged in extensive discussion and deliberation, after which the FAST Board unanimously determined to proceed with the entry into Amendment No. 1 to Merger Agreement and the amendments to the other ancillary agreements. Accordingly, the FAST Board directed FAST’s management to finalize and execute Amendment No. 1 to the Merger Agreement and the other amendments to the ancillary agreements.

From June 23, 2021 to June 30, 2021, FEI, FAST and Jefferies finalized their outreach to the PIPE Investors and received the written consent from most of the PIPE Investors to enter into Amendment No. 1 to the Merger Agreement.

On June 30, 2021, the parties entered into Amendment No.1 to the Merger Agreement and the other amendments to the ancillary agreements. Later that day, FAST and FEI issued a press release announcing the alternative transaction structure.

FAST’s Board of Directors’ Reasons for Approval of the Business Combination

On January 21, 2020, our board of directors unanimously (i) approved the signing of the Original Merger Agreement and the transactions contemplated thereby and (ii) directed that the Original Merger Agreement, related transaction documentation and other proposals necessary to consummate the Business Combination be submitted to our stockholders for approval and adoption, and recommended that our stockholders approve and adopt the Original Merger Agreement, related transaction documentation and such other proposals. On June 23, 2021, our board unanimously (i) approved Amendment No. 1 to Merger Agreement and the amendments to the other ancillary agreements and (ii) directed that the Amendment N o. 1 to Merger Agreement (and the transactions contemplated

therein) be submitted to our stockholders for approval and adoption. Before reaching its decision, our board of directors reviewed the results of management’s due diligence, which included:

Our board of directors considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the FAST Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Different individual members of our board of directors may have given different weight to different factors in their evaluation of the Business Combination.

In the prospectus for our IPO, we identified the following general criteria and guidelines that we believed would be important in evaluating potential business combination candidates, although we indicated we may enter into a business combination with a target business that does not meet these criteria and guidelines. We are a sector-focused SPAC and have targeted opportunities in the hospitality sector with the intent to capitalize on post-COVID disruption. In considering the recommendation of our board of directors in favor of approval of the Business Combination Proposal, it should also be noted that our directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a FAST Stockholder. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of FAST’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.

When our search began, there was no clear line of sight to a viable vaccine, and limited-service restaurants were becoming the fastest growing segment of the restaurant sector. However, in October, it became apparent that significant advancements in the development of effective COVID vaccines had been made by Pfizer, Moderna, and other reputable drug manufacturers. Additionally, plans for rapid and comprehensive distribution were being developed by state governments. As a management team, we gained confidence that restaurants with larger dining rooms would return to being viable businesses sooner than expected so long as those companies had the resources to stay afloat for the remainder of the COVID pandemic.

Our criteria included the following:

Note: The comparable company figures represent the medians for each peer group.

The following are the Enterprise Value / 2022E EBITDA multiples for each of the identified comparable public companies as of January 19, 2021: