Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
On May 25, 2021, FAST Acquisition Corp. II (the "Company") received a notice
from the New York Stock Exchange (the "NYSE") indicating that the Company is not
in compliance with Section 802.01E of the NYSE Listed Company Manual as a result
of its failure to timely file its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021 (the "Q1 2021 Form 10-Q") with the Securities and Exchange
Commission (the "SEC").
The NYSE informed the Company that, under NYSE rules, the Company will have six
months from May 24, 2021 to file the Q1 2021 Form 10-Q with the SEC. The Company
can regain compliance with the NYSE listing standards at any time prior to that
date by filing its Q1 2021 Form 10-Q. If the Company fails to file the Q1 2021
Form 10-Q before the NYSE's compliance deadline, the NYSE may grant, at its sole
discretion, an extension of up to six additional months for the Company to
regain compliance, depending on the specific circumstances. The notice from the
NYSE also notes that the NYSE may nevertheless commence delisting proceedings at
any time if it deems that the circumstances warrant.
As the Company reported in its Form 12b-25 filed with the SEC on May 18, 2021,
the Company reevaluated the accounting treatment of its warrants (the
"Warrants") following the issuance by the Staff of the U.S. Securities and
Exchange Commission (the "SEC") of the "Staff Statement on Accounting and
Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies ("SPACs")" (the "SEC Staff Statement"), which provides guidance for
all SPACs regarding the accounting and reporting for their warrants. The Company
concluded that, based on the SEC Staff Statement, the Warrants should be
classified as liabilities measured at fair value, with subsequent changes in
fair value recorded in the Company's Statement of Operations each reporting
period. The Company continues to work diligently to complete the Q1 2021 Form
10-Q as soon as possible; however, given the scope of the valuation process for
calculating the fair value of the Warrant liabilities in accordance with the SEC
Staff Statement, the Company is not in a position to file the Q1 2021 Form 10-Q
until after the completion of this process.
On May 26, 2021, the Company issued a press release regarding receipt of the
notice from the NYSE. The press release is attached hereto as Exhibit 99.1.
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