Item
7.01 Regulation FD Disclosure.
On
August 25, 2021, Golden Nugget, LLC, a subsidiary of Fertitta Entertainment Inc. (“FEI”), issued a press release announcing
its financial results for the second quarter ended June 30, 2021 and first half of 2021. A copy of the press release is furnished as
Exhibit 99.1 hereto and incorporated by reference hereby.
FAST
Acquisition Corp. (the “Company”) is furnishing the information in this Item 7.01 and Exhibit 99.1 in connection with its
previously announced business combination (the Business Combination”) with FEI.
The
information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important
Information About the Business Combination and Where to Find It
In
connection with the proposed Business Combination, the Company’s wholly owned subsidiary, FAST Merger Corp., has filed with the
Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”),
which includes a proxy statement/prospectus, and certain other related documents, which will be both the proxy statement to be distributed
to holders of shares of the Company’s common stock in connection with its solicitation of proxies for the vote by the Company’s
stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as
the prospectus relating to the offer and sale of the securities of FAST Merger Corp. to be issued in the Business Combination. The Company’s
stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration
Statement and the amendments thereto and, when available, the definitive proxy statement/prospectus, as these materials will contain
important information about the parties to the Merger Agreement, the Company and the Business Combination. After the Registration Statement
is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to
be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders
will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated
by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov, or by directing
a request to: FAST Acquisition Corp., 109 Old Branchville Rd. Ridgefield, CT 06877, Attention: Sandy Beall, Chief Executive Officer.
Participants
in the Solicitation
The
Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders
with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests
in the Company is contained in the Registration Statement and is available free of charge from the sources indicated above.
FEI
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of
the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information
regarding their interests in the Business Combination is contained in the Registration Statement.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. The Company’s and FEI’s actual results may differ from their expectations,
estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without limitation, the Company’s and FEI’s expectations with respect
to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the
Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are
outside the Company’s and FEI’s control and are difficult to predict. Factors that may cause such differences include, but
are not limited to: (1) the risk that the Business Combination or the proposed transaction (the “DraftKings Transaction”)
between DraftKings Inc. (“DraftKings”) and Golden Nugget Online Gaming, Inc. (“GNOG”) disrupts FEI’s current
plans and operations; (2) the ability to recognize the anticipated benefits of the Business Combination or the DraftKings Transaction,
which may be affected by, among other things, competition, the ability of FEI to grow and manage growth profitably and retain its key
employees; (3) costs related to the Business Combination or the DraftKings Transaction; (4) changes in applicable laws or regulations;
(5) the possibility that FEI or the Company may be adversely affected by other economic, business, and/or competitive factors; (6) the
occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the definitive
agreement relating to the DraftKings Transaction; (7) the outcome of any legal proceedings that may be instituted against FEI or the
Company following the announcement of the Merger Agreement or the definitive agreement relating to the DraftKings Transaction; (8) the
inability to complete the Business Combination, including due to failure to obtain approval of the stockholders of the Company, obtain
certain regulatory approvals, including from certain gaming regulatory authorities, or satisfy other conditions to closing in the Merger
Agreement; (9) the inability to complete the DraftKings Transaction, including due to failure to obtain approval of the stockholders
of GNOG, obtain certain regulatory approvals, including from certain gaming regulatory authorities, or satisfy other conditions to closing
in the definitive agreement relating to the DraftKings Transaction; (10) the impact of COVID-19 on FEI’s business and/or the ability
of the parties to complete the Business Combination; (11) the inability to obtain or maintain the listing of the combined company’s
shares of common stock on the stock exchange following the Business Combination; (12) DraftKings’ failure to complete the DraftKings
Transaction with GNOG; or (13) other risks and uncertainties indicated from time to time in the Registration Statement relating to the
Business Combination, including those under “Risk Factors” therein, and in the Company’s other filings with the SEC.
Readers are cautioned not to place undue reliance upon any forward-looking statements in this Current Report on Form 8-K, which speak
only as of the date made. Neither the Company nor FEI undertakes or accepts any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements in this Current Report on Form 8-K to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement is based.
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.