Falcon's Beyond Global Files 8-K with Key Agreements
Ticker: FBYDW · Form: 8-K · Filed: Nov 20, 2024 · CIK: 1937987
Sentiment: neutral
Topics: material-agreement, equity-securities, corporate-action
Related Tickers: FBYD
TL;DR
FBYD filed an 8-K detailing new material agreements and changes to security holder rights.
AI Summary
On November 15, 2024, Falcon's Beyond Global, Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The company also made material modifications to the rights of its security holders and submitted matters to a vote of security holders. This filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions by Falcon's Beyond Global, Inc., including material definitive agreements and changes affecting security holders, which could impact the company's stock.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and modifications to security holder rights, suggesting potential shifts in the company's structure or financial obligations.
Key Players & Entities
- Falcon's Beyond Global, Inc. (company) — Filer of the 8-K report
- November 15, 2024 (date) — Date of the earliest event reported
- 1768 Park Center Drive, Orlando, FL 32835 (address) — Business and mailing address of Falcon's Beyond Global, Inc.
FAQ
What specific material definitive agreement was entered into by Falcon's Beyond Global, Inc. on November 15, 2024?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.
What were the key items submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders, but the specific proposals are not detailed in the provided text.
What modifications were made to the rights of security holders?
The filing mentions material modifications to the rights of security holders, but the exact nature of these modifications is not specified in the provided text.
What is the significance of the 'Unregistered Sales of Equity Securities' item?
This item suggests that the company may have issued equity securities without registering them with the SEC, which can have implications for investors and regulatory compliance.
What is the purpose of the 'Regulation FD Disclosure' section?
Regulation FD Disclosure ensures that material non-public information is broadly disseminated to the public, preventing selective disclosure to analysts or institutional investors.
Filing Stats: 1,652 words · 7 min read · ~6 pages · Grade level 14.2 · Accepted 2024-11-19 20:47:31
Key Financial Figures
- $0.0001 — tered Class A common stock, par value $0.0001 per share FBYD The Nasdaq Stock Mar
- $11.50 — A common stock, at an exercise price of $11.50 per share FBYDW The Nasdaq Stock Ma
Filing Documents
- ea0221751-8k_falcons.htm (8-K) — 38KB
- ea022175101ex4-1_falcons.htm (EX-4.1) — 20KB
- ea022175101ex99-1_falcons.htm (EX-99.1) — 18KB
- ex99-1_001.jpg (GRAPHIC) — 4KB
- ex99-1_002.jpg (GRAPHIC) — 4KB
- 0001213900-24-100320.txt ( ) — 318KB
- fbyd-20241115.xsd (EX-101.SCH) — 4KB
- fbyd-20241115_def.xml (EX-101.DEF) — 26KB
- fbyd-20241115_lab.xml (EX-101.LAB) — 36KB
- fbyd-20241115_pre.xml (EX-101.PRE) — 25KB
- ea0221751-8k_falcons_htm.xml (XML) — 6KB
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On November 19, 2024, the Company issued a joint press release with Infinite Acquisitions Partners LLC ("Infinite"), a major shareholder of the Company, announcing that Infinite has entered into a nonbinding letter of intent with Oceaneering International, Inc. ("OII") for Infinite to acquire Oceaneering Entertainment Systems ("OES") from OII through an acquisition of assets, and announced that the Company entered into a nonbinding letter of intent for the Company to operate OES, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Item 7.01 and Exhibit 99.1 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 be subject to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed to be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such filing or document. 1
01. Financial
Item 9.01. Financial (d) Exhibits Exhibit Number Description 4.1 Amendment to the Second Amended and Restated Warrant Agreement, by and between Falcon's Beyond Global, Inc. and Continental Stock Transfer & Trust Company. 99.1 Press Release dated November 19, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Cautionary Note Regarding Forward-Looking This Current Report on Form 8-K and the exhibits hereto contain statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those expressed in or implied by the forward-looking statements, including (1) the risk that Falcon's Beyond may not be able to enter into binding agreements for the operation of OES on terms satisfactory to Falcon's Beyond or at all, or that Falcon's Beyond may not be able to obtain any necessary consents or approvals to consummate such potential agreements, (2) Falcon's Beyond's ability to hire key former OES employees, (3) the risk that the announcement and pendency of the proposed transactions disrupt Falcon's Beyond's current plans and operations, (4) any failure to realize the anticipated benefits of the operation of OES, (5) Falcon's Beyond's ability to sustain its growth, effectively manage its anticipated future growth, and implement its business strategies to achieve the results it anticipates, (6) impairments of Falcon's Beyond's intangible assets and equity method investment in its joint ventures, (7) Falcon's Beyond's ability to raise additional capital, (8) the closure of Katmandu Park DR and the repositioning and rebranding of the FBD business, (9) the success of growth plans in FCG, (10) customer concentration in FCG, (11) the risk that contractual restrictions relating to the Strategic Investment by Qiddiya Investment
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 19, 2024 FALCON'S BEYOND GLOBAL, INC. By: /s/ Bruce A. Brown Name: Bruce A. Brown Title: Chief Legal Officer and Corporate Secretary 3