Falcon's Beyond Global Files 8-K on Agreements & Securities

TL;DR

FBYD filed an 8-K on 9/8/25 covering new agreements, equity sales, and bylaw changes.

AI Summary

On September 8, 2025, Falcon's Beyond Global, Inc. filed an 8-K detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and modifications to security holder rights, along with amendments to its articles of incorporation or bylaws. Financial statements and exhibits were also included.

Why It Matters

This filing indicates significant corporate actions and potential changes in the rights of Falcon's Beyond Global's security holders, which could impact investors.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered equity sales, and modifications to security holder rights, suggesting potential complexities and risks for investors.

Key Players & Entities

• Falcon's Beyond Global, Inc. (company) — Registrant
• 0001937987 (company) — Central Index Key
• September 8, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share FBYD The Nasdaq Stock Mar
• $28.7 million — urchased, an aggregate of approximately $28.7 million of shares of a newly created series of
• $5.00 — ferred Stock "), at a purchase price of $5.00 per share, for an aggregate of 5,747,74
• $8.2 million — received an aggregate of approximately $8.2 million in cash and the exchange and forgivenes
• $20.5 million — ange and forgiveness of an aggregate of $20.5 million of outstanding indebtedness (as describ
• $5 — referred Stock, at a per share price of $5.00, for an aggregate of 4,092,326 share
• $14,961,632 — uch exchanged indebtedness includes (i) $14,961,632, constituting the entire amount outstan
• $5,500,000 — y of the Company, as borrower, and (ii) $5,500,000 of the amount outstanding under the lin
• $10.00 — Class A Common Stock equals or exceeds $10.00 per share (as adjusted to reflect any s

Filing Documents

• ea0257197-8k_falcons.htm (8-K) — 38KB
• ea025719701ex3-1_falcons.htm (EX-3.1) — 93KB
• ea025719701ex10-1_falcons.htm (EX-10.1) — 139KB
• ea025719701ex10-2_falcons.htm (EX-10.2) — 16KB
• 0001213900-25-087305.txt ( ) — 557KB
• fbydw-20250908.xsd (EX-101.SCH) — 4KB
• fbydw-20250908_def.xml (EX-101.DEF) — 26KB
• fbydw-20250908_lab.xml (EX-101.LAB) — 36KB
• fbydw-20250908_pre.xml (EX-101.PRE) — 25KB
• ea0257197-8k_falcons_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Series B Preferred Stock Subscription Agreement On September 8, 2025, Falcon's Beyond Global, Inc. (the " Company ") entered into subscription agreements (the " Subscription Agreements ") with certain accredited investors, including Infinite Acquisitions Partners LLC, a greater than 5% shareholder and creditor of the Company (" Infinite Acquisitions "), and Gino P. Lucadamo, a director of the Company (collectively, the " Investors "), pursuant to which, on such date, the Company issued and sold to the Investors, and the Investors subscribed for and purchased, an aggregate of approximately $28.7 million of shares of a newly created series of preferred stock, par value $0.0001 per share, designated as "11% Series B Cumulative Convertible Preferred Stock" (the " Series B Preferred Stock "), at a purchase price of $5.00 per share, for an aggregate of 5,747,742 shares of Series B Preferred Stock. Pursuant to the Subscription Agreements, the purchase price for the Series B Preferred Stock could paid in cash or through the exchange of outstanding indebtedness. Upon the closing of the transactions contemplated by the Subscription Agreements, the Company received an aggregate of approximately $8.2 million in cash and the exchange and forgiveness of an aggregate of $20.5 million of outstanding indebtedness (as described in more detail below). The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in their entirety by the full text of the Form of Subscription Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K. Debt Exchange Agreement In connection with the Subscription Agreements, on September 8, 2025, the Company entered into a Debt Exchange Agreement (the " Debt Exchange Agreement ") with Infinite Acquisitions, pursuant to which, on such date, Infinite Acquisitions exchanged, discharged, and forgave an aggregate of approximate

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 is incorporated by reference in this Item 3.02. On September 8, 2025, the Company closed on the sale of 5,747,742 shares of Series B Preferred Stock pursuant to the Subscription Agreements. The Series B Preferred Stock was issued to the Investors in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction by an issuer not involving a public offering.

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders The information contained in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. Following the issuance by the Company of the shares of Series B Preferred Stock in accordance with the Subscription Agreements, the ability of the Company to declare or pay dividends on shares of its common stock, or any shares of other stock of the Company that rank junior to or on parity with the Series B Preferred Stock, either as to the payment of dividends or as to the distribution of assets upon the liquidation, dissolution or winding up of the Company, is subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series B Preferred Stock. 1

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year In connection with the issuance and sale of the Series B Preferred Stock, the Company filed the Certificate of Designation of the Series B Preferred Stock (the " Certificate of Designation ") with the Secretary of State of the State of Delaware on September 8, 2025. The Certificate of Designation designates and authorizes the issuance of up to 8,000,000 shares of Series B Preferred Stock and sets forth the rights, preferences, and privileges of the Series B Preferred Stock. The Series B Preferred Stock will rank senior to the shares of the Company's common stock with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company. The Series B Preferred Stock will initially have a liquidation preference equal to the greater of $5.00 per share, plus accrued and unpaid dividends, or the amount per share as would have been paid had all shares of Series B Preferred Stock been converted into shares of the Company's Class A common stock, par value $0.0001 per share (" Class A Common Stock ") immediately prior to the liquidation event. The Series B Preferred Stock has an annual cumulative dividend rate of 11% of the $5.00 per share liquidation preference, which accrues quarterly. Prior to January 1, 2027, accrued dividends will be paid in the form of shares of Series B Preferred Stock (the " Dividend Shares "), provided that the Company may upon two business days' prior notice pay any quarterly dividend in cash, and the Company shall pay such dividend in cash (or portion thereof) if the issuance of Dividend Shares, in whole or in part, would require the Company to obtain shareholder approval under applicable law if such shareholder approval has not been obtained. On and after January 1, 2027, all dividends accrued after such date will be paid in cash. With respect to any dividends not declared and paid in Dividend Shares or

01. Financial

Item 9.01. Financial (d) The following exhibits are being filed herewith: Exhibit Number Description 3.1 Certificate of Designation of 11% Series B Cumulative Convertible Preferred Stock. 10.1 Form of Subscription Agreement. 10.2 Debt Exchange Agreement, dated September 8, 2025, by and between Falcon's Beyond Global, Inc. and Infinite Acquisitions Partners, LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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: September 12, 2025 FALCON'S BEYOND GLOBAL, INC. By: /s/ Bruce A. Brown Name: Bruce A. Brown Title: Chief Legal Officer and Corporate Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR