FAST Acquisition Corp.

12/02/2021 | Press release | Distributed by Public on 12/02/2021 07:04

Termination of Merger Agreement - Form 8-K

Re: Termination of Merger Agreement


Reference is made to that certain Argeement and plan of Merger, dated as of February 1, 2021 and amended on June 30, 2021 (as amended, the "Merger Agreement"), by and among Fertitta Entertainment, Inc., a Texas corporation ("Florida"), FAST Acquistion Corp., a Delaware corporation ("SPAC"), FAST Merger Corp., a Texas corportion and direct, wholly owned subsidiary of SPAC ("SPAC Newco"), and FAST Merger Sub Inc., a Texas corportion and direct, wholly owned subsidiary of SPAC (" Merger Sub"). Capitalized terms used but not defined herein have the meaning given to such terms in the Merger Agreement.

Pursant to Sectoin 10.02 of the Merger Agreement, Florida hereby provides SPAC, SPAC Newco and Merger Sub with written notice of its election to terminate the Merger Agreement and abandon the transactions contemplated thereby pursuant to Section 9.01(a) thereof due to the failure of the Closing to have occurred by the Termination Date.

The contents of this written notice are without prejudice to any rights which Flordia may have pursuant to the Merger Agreement or otherwise, which are hereby expressly reserved. Nothing herein is intended to limit or waive any rights of Florida related to the Merger Agreement or otherwise.

[Signature Page Follows]

Fertitta Entertainment, Inc.
By: /s/ Steven L. Scheinthal
Name: Steven L. Scheinthal
Title: General Counsel
cc: Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

Attn: Marc D. Jaffe; Ian D. Schuman;
Ryan J. Maierson; Nick S. Dhesi

Signature Page to Termination Notice