FAST Acquisition Corp. II Announces Receipt of Notice of Delisting or Failure to Satisfy a Continued Listing Rule from NYSE

NEW YORK, May 26, 2021 /PRNewswire/ -- FAST Acquisition Corp. II (the "Company") announced today it that 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 17, 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.

About FAST Acquisition Corp. II

FAST Acquisition Corp. II is the third special purpose acquisition company formed by the principals of &vest with the business purpose to effect a business combination with one or more businesses.  While the Company may pursue an initial business combination with a company in any sector or geography, the Company intends to focus its search on the restaurant, hospitality, consumer, and related sectors in North America with an enterprise value of $800 million or greater. &vest is an investment platform led by founder and CEO Doug Jacob.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on March 15, 2021.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering was made only by means of a prospectus.  Copies of the prospectus relating to the offering may be obtained by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at (877) 821-7388 or by e-mail at prospectus_department@jefferies.com.

Forward Looking Statements

This press release contains statements that constitute "forward-looking statements," including with respect to the Company's search for an initial business combination.  Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement for the initial public offering filed with the SEC.  Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Fast Acquisition Corp. II Contact:

Chloe Gatta
cgatta@hstrategies.com

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SOURCE FAST Acquisition Corp.