Correspondence 0001213900-23-035167 from FAST Acquisition Corp. II (CIK 0001839824)
FAST Acquisition Corp. II (CIK 0001839824)
Date: May 2, 2023 · CIK: 0001839824 · Accession: 0001213900-23-035167
AI Filing Summary & Sentiment
Referenced dates: April 28, 2023
Letter
VIA EDGAR Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Re: FAST Acquisition Corp. II Form 10-K for the Fiscal Year ended December 31, 2022 Filed March 29, 2023 File No. 1-40214
Dear Ms. Meadows and Ms. Cvrkel:
On behalf of our client, FAST Acquisition Corp. II, a Delaware corporation (the “Company”), we are writing to submit the Company’s response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission contained in the Staff’s letter dated April 28, 2023 (the “Comment Letter”), with respect to the above-referenced Form 10-K (the “Form 10-K”).
The Company will file via EDGAR Amendment No. 1 to the Form 10-K, which reflects the Company’s response to the comments received by the Staff. For ease of reference, the comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.
Form 10-K for the Fiscal Year Ended December 31, 2022
Exhibits Index, page 82
1. We note that the Company omitted the internal control over financial reporting language from the introductory portion of paragraph 4 of the certifications included as Exhibit 31 and also note that paragraph 4b has not been provided within the certifications. Please explain why. Please note that the officer certifications should conform exactly to the language set forth within Exchange Act Rule 13a-14(a).
Response 1: In response to the Staff’s comment, the Company has revised Exhibits 31.1 and 31.2 of the Form 10-K and refiled such exhibits with Amendment No. 1 to the Form 10-K.
***
Abu Dhabi ● Beijing ●Brussels ● Century City ●Dallas ● Denver ● Dubai ●Frankfurt ● Hong Kong ●Houston ●London ● Los Angeles
Munich ● New York ● Orange County ● Palo Alto ● Paris ● San Francisco ● Singapore ● Washington, D.C.
Please do not hesitate to contact me at (202) 887-3613 with any questions or comments regarding this letter.
Sincerely,
/s/ Evan D’Amico
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Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
Tel 202.955.8500
gibsondunn.com
VIA EDGAR
Ms. Ta Tanisha Meadows and Ms. Linda Cvrkel
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
May 2, 2023
Re: FAST Acquisition Corp. II
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 29, 2023
File No. 1-40214
Dear Ms. Meadows and Ms. Cvrkel:
On behalf of our client, FAST Acquisition Corp.
II, a Delaware corporation (the “Company”), we are writing to submit the Company’s response to the comment
of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange
Commission contained in the Staff’s letter dated April 28, 2023 (the “Comment Letter”), with respect to
the above-referenced Form 10-K (the “Form 10-K”).
The Company will file via EDGAR Amendment No. 1
to the Form 10-K, which reflects the Company’s response to the comments received by the Staff. For ease of reference, the comment
contained in the Comment Letter is printed below in bold and is followed by the Company’s response.
Form 10-K for the Fiscal Year Ended December
31, 2022
Exhibits Index, page 82
1. We note that the Company omitted the internal control over financial reporting language from the introductory portion of paragraph
4 of the certifications included as Exhibit 31 and also note that paragraph 4b has not been provided within the certifications. Please
explain why. Please note that the officer certifications should conform exactly to the language set forth within Exchange Act Rule 13a-14(a).
Response 1: In response
to the Staff’s comment, the Company has revised Exhibits 31.1 and 31.2 of the Form 10-K and refiled such exhibits with Amendment
No. 1 to the Form 10-K.
***
Abu
Dhabi ● Beijing ●Brussels ● Century City ●Dallas ● Denver ● Dubai ●Frankfurt ● Hong Kong
●Houston ●London ● Los Angeles
Munich ● New York ● Orange County ● Palo Alto ● Paris ● San Francisco ● Singapore ●
Washington, D.C.
Please do not hesitate to contact me at (202) 887-3613 with any questions or comments regarding this letter.
Sincerely,
/s/ Evan D’Amico
Evan D’Amico
Via E-mail:
cc: Garrett Schreiber, Chief Financial Officer