UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 2022
FAST ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39462 | 85-1338207 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
109 Old Branchville Rd.
Ridgefield, CT 06877
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (201) 956-1969
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On August 10, 2022, FAST Acquisition Corp. (the “Company”) issued a press release (the “Press Release”) announcing that it will redeem all of its outstanding shares of Class A common stock, effective as of August 26, 2022, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. The Press Release also disclosed that on August 9, 2022, a lawsuit was filed in the Court of Chancery of the State of Delaware by Special Opportunities Fund, Inc. as a putative class action against the Company, Fast Sponsor, LLC, and the Company’s directors. The lawsuit alleges breach of fiduciary duty and unjust enrichment, and seeks to enjoin dissolution and the distribution of any net assets outside of the Company’s trust account, or to impose a constructive trust over such net assets, and to order defendants to distribute such net assets to the holders of public shares or to award damages. The defendants believe the lawsuit is without merit and intend to defend it vigorously. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press release, dated August 10, 2022. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FAST ACQUISITION CORP. | ||
| By: | /s/ Sandy Beall | |
| Name: Sandy Beall | ||
| Title: Chief Executive Officer | ||
| Dated: August 11, 2022 | ||
