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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 29, 2024
FALCON’S BEYOND GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-41833 |
|
92-0261853 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1768 Park Center Drive
Orlando, FL 32835
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (407) 909-9350
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share |
|
FBYD |
|
The Nasdaq Stock Market LLC |
Warrants to purchase 1.034999 shares of Class A common stock, at an exercise price of $11.50 per share |
|
FBYDW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 30, 2024, the
Board of Directors (the “Board”) of Falcon’s Beyond Global, Inc. (the “Company”) increased the number
of directors on the Board from six to seven and elected Gino P. Lucadamo to serve as a director of the Company. Mr. Lucadamo was also
appointed to serve on the Board’s Audit Committee effective September 30, 2024.
Upon joining the Board, Mr. Lucadamo will be entitled
to receive compensation under the Company’s Non-Employee Director Compensation Program, approved by the Board in December 2023 as
described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2024.
Mr. Lucadamo will enter into an Indemnification
Agreement with the Company in the same form as its other directors have entered, which is filed with the Securities and Exchange Commission
(the “SEC”) as Exhibit 10.3 to its Current Report on Form 8-K filed on October 12, 2023.
Item 7.01. Regulation FD Disclosure.
On October
1, 2024, the Company issued a press release announcing the appointment of Mr. Lucadamo along with the Earnout Forfeiture and Stock Dividend
(each as defined below), 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.
Item
8.01. Other Events.
Stock
Dividend
On September
30, 2024, the Board declared a stock dividend of 0.2 shares of Class A common stock per share of Class A common stock outstanding, payable
on December 17, 2024 to stockholders of record as of December 10, 2024 (the “Stock Dividend”). In lieu of fractional
shares, cash will be distributed to each stockholder who would otherwise have been entitled to receive a fractional share, with the amount
of cash to be determined based on the average closing price, rounded to the nearest penny, of the Company’s Class A common stock
on Nasdaq for the five consecutive business days prior to the payment date of the stock dividend. Additionally, as a result of the Stock
Dividend, holders of the Company’s Class B common stock will receive a stock dividend of 0.2 shares of Class B common stock per
share of Class B common stock outstanding, and the Falcon’s Beyond Global, LLC common units that are issued and outstanding will
be adjusted to reflect the same economic equivalent of the Stock Dividend. Outstanding warrants, restricted stock units and other equity
awards will be similarly adjusted in accordance with their terms.
A total of approximately 2,013,326 shares of Class
A common stock and 11,469,323 shares of Class B common stock are expected to be issued in connection with the Stock Dividend.
Earnout
Forfeiture
Fast Sponsor
II LLC, Infinite Acquisitions Partners LLC, Katmandu Ventures, LLC and Cilmar Ventures, LLC Series A (the “Earnout Participants”)
have agreed to forfeit the earnout shares and units being held in escrow for their benefit (the “Earnout Forfeiture”), which
were originally issued and to be earned based on the achievement of EBITDA and revenue targets pursuant
to the Earnout Escrow Agreement dated as of October 6, 2023, by and among the Company and the Earnout Participants. An aggregate of 437,500
shares of Class A common stock and 17,062,500 shares of Class B common stock and units were forfeited in connection with the Earnout Forfeiture.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Cautionary Note Regarding Forward-Looking
Statements
This Current
Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. When used in this Form 8-K, words such as “will”, “aimed”, “expected”
and similar expressions identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
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) our ability to sustain our growth, effectively manage our anticipated future
growth, and implement our business strategies to achieve the results we anticipate, (2) impairments of our intangible assets and equity
method investment in our joint ventures, (3) our ability to raise additional capital, (4) the closure of Katmandu Park DR and the repositioning
and rebranding of our FBD business, (5) the success of our growth plans in FCG, (6) our customer concentration in FCG, (7) the risk that
contractual restrictions relating to the Strategic Investment may affect our ability to access the public markets and expand our business,
(8) the risks of doing business internationally, including in the Kingdom of Saudi Arabia, (9) our indebtedness, (10) our dependence on
strategic relationships with local partners in order to offer and market our products and services in certain jurisdictions, (11) our
reliance on our senior management and key employees, and our ability to hire, train, retain, and motivate qualified personnel, (12) cybersecurity-related
risks, (13) our ability to protect our intellectual property, (14) our ability to remediate identified material weaknesses in our internal
controls over financial reporting, (15) the concentration of share ownership and the significant influence of the Demerau Family and Cecil
D. Magpuri, (16) the outcome of pending, threatened and future legal proceedings, (17) our continued compliance with Nasdaq continued
listing standards, (18) risks related to our Up-C entity structure and the fact that we may be required to make substantial payments to
certain unitholders under our Tax Receivable Agreement, and the risks disclosed under the caption “Risk Factors” in the Company’s
Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 29, 2024, and the Company’s other filings
with the Securities and Exchange Commission. The forward-looking statements herein speak only as of the date of this Form 8-K, and the
Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events
or otherwise, except as otherwise required by law.
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: October 2, 2024 |
FALCON’S BEYOND GLOBAL, INC. |
|
|
|
By: |
/s/ Bruce A. Brown |
|
Name: |
Bruce A. Brown |
|
Title: |
Chief Legal Officer and Corporate Secretary |
4
Exhibit 99.1
Falcon’s Beyond Announces Stock Dividend
and Appoints New Audit Committee Member
Forfeiture and Cancellation of Performance Based
Earnout Shares to
Reduce Company Liabilities and Simplify its
Balance Sheet
Orlando, FL (October 1, 2024) — Falcon’s
Beyond Global, Inc. (Nasdaq: FBYD) (“Falcon’s Beyond,” “Falcon’s,” or the “Company”),
a leading innovator in immersive storytelling through its divisions Falcon’s Creative Group (“FCG”), Falcon’s
Beyond Destinations (“FBD”), and Falcon’s Beyond Brands (“FBB”), today announced a stock dividend payable
on December 17, 2024 to holders of Class A common stock of record as of December 10, 2024. In addition, the Company today announced the
cancellation of the performance-based earnout shares described below, which were forfeited by their holders to reduce the Company’s
liability overhang and simplify the Company’s balance sheet. These actions are aimed at optimizing the Company’s capital structure,
enhancing shareholder value, and paving the way for continued expansion as Falcon’s nears the first anniversary of its de-SPAC transaction
and public listing on Nasdaq on October 6, 2024.
Scott Demerau, Executive Chairman of the Board
at Falcon’s Beyond, stated: “We are pleased to announce the cancellation of the performance-based earn-out shares and the
subsequent stock dividend. This strategic move streamlines our financial statements and is designed to enhance shareholder value. We remain
committed to driving growth and delivering value for our shareholders.”
In conjunction with these initiatives, the Company
also announced the appointment of Gino P. Lucadamo to the Audit Committee. Mr. Lucadamo is an entrepreneur, having founded and run several
businesses in the construction industry over the past 44 years. Mr. Lucadamo is currently an advisor and consultant to East Construction
Management, a company that he founded in 2010.
Stock Dividend
The Board of Directors declared the issuance of
a stock dividend of 0.2 shares of Class A common stock per share of Class A common stock outstanding payable on December 17, 2024 to holders
of Class A common stock of record as of December 10, 2024. In lieu of fractional shares, cash will be distributed to each stockholder
based who would otherwise have been entitled to receive a fractional share, with the amount of cash to be determine based on the average
closing price, rounded to the nearest penny, of the Company’s Class A common stock on Nasdaq for the five consecutive business days
prior to the payment date of the stock dividend. Additionally, as a result of the stock dividend, holders of the Company’s Class
B common stock will receive a stock dividend of 0.2 shares of Class B common stock per share of Class B common stock outstanding, and
the Falcon’s Beyond Global, LLC common units that are issued and outstanding will be adjusted to reflect the same economic equivalent
of the stock dividend. Outstanding warrants, restricted stock units and other equity awards will be similarly adjusted in accordance with
their terms.
A total of approximately 2.0 million shares of
Class A common stock and approximately 11.5 million shares of Class B common stock are expected to be issued in connection with the stock
dividend. Stockholders will not be required to take any action to receive the stock dividend. After the payment date, stockholders’
book entry accounts will be credited with the additional shares that represent the stock dividend. When shares are held in a brokerage
account in the name of a broker, the additional shares will be distributed to the broker on the stockholder’s behalf. The stock
dividend is administered by Continental Stock Transfer & Trust Company, the Company’s transfer agent.
Forfeiture and Cancellation of Performance
Based Earnout Shares
The Company also announced the forfeiture and
cancellation of 17.5 million performance-based earnout shares, which were originally issued and to be earned based on the achievement
of EBITDA and revenue targets in connection with the de-SPAC transaction with FAST Acquisition Corp. II which closed on October 6, 2023.
The cancellation of the performance-based awards is expected to eliminate the overhang of the liability classified awards and simplify
the Company’s capital structure. The earnout shares based on the achievement of stock price targets remain outstanding.
###
About Falcon’s Beyond
Falcon’s Beyond is a visionary innovator
in immersive storytelling, sitting at the intersection of three potential high growth business opportunities: content, technology, and
experiences. Falcon’s Beyond propels intellectual property (IP) activations concurrently across physical and digital experiences
through three core business units:
| ● | Falcon’s Creative Group creates master plans, designs attractions and experiential entertainment,
and produces content, interactives, and software. |
| ● | Falcon’s Beyond Destinations develops a diverse range of entertainment experiences using
both Falcon’s Beyond owned and third party licensed intellectual property, spanning location-based entertainment, dining, and retail. |
| ● | Falcon’s Beyond Brands brings brands and intellectual property to life through animation,
movies, licensing and merchandising, gaming as well as ride and technology sales. |
Falcon’s Beyond also invents immersive rides,
attractions, and technologies for entertainment destinations around the world.
FALCON’S BEYOND and its related trademarks
are owned by Falcon’s Beyond.
Falcon’s is headquartered in Orlando, Fla.
Learn more at falconsbeyond.com.
Falcon’s Beyond may use its website as a
distribution channel of material Company information. Financial and other important information regarding the Company is routinely accessed
through and posted on our website athttps://investors.falconsbeyond.com
In addition, you may automatically receive email
alerts and other information about Falcon’s when you enroll your email address by visiting the Email Alerts section at https://investors.falconsbeyond.com
Cautionary Note Regarding Forward-Looking Statements
This press
release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. When used in this press release, words such as “will”, “aimed”, “expected” and
similar expressions identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
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) our ability to sustain our growth, effectively manage our anticipated future
growth, and implement our business strategies to achieve the results we anticipate, (2) impairments of our intangible assets and equity
method investment in our joint ventures, (3) our ability to raise additional capital, (4) the closure of Katmandu Park DR and the repositioning
and rebranding of our FBD business, (5) the success of our growth plans in FCG, (6) our customer concentration in FCG, (7) the risk that
contractual restrictions relating to the Strategic Investment may affect our ability to access the public markets and expand our business,
(8) the risks of doing business internationally, including in the Kingdom of Saudi Arabia, (9) our indebtedness, (10) our dependence on
strategic relationships with local partners in order to offer and market our products and services in certain jurisdictions, (11) our
reliance on our senior management and key employees, and our ability to hire, train, retain, and motivate qualified personnel, (12) cybersecurity-related
risks, (13) our ability to protect our intellectual property, (14) our ability to remediate identified material weaknesses in our internal
controls over financial reporting, (15) the concentration of share ownership and the significant influence of the Demerau Family and Cecil
D. Magpuri, (16) the outcome of pending, threatened and future legal proceedings, (17) our continued compliance with Nasdaq continued
listing standards, (18) risks related to our Up-C entity structure and the fact that we may be required to make substantial payments to
certain unitholders under our Tax Receivable Agreement, and the risks disclosed under the caption “Risk Factors” in the Company’s
Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 29, 2024, and the Company’s other filings
with the Securities and Exchange Commission. The forward-looking statements herein speak only as of the date of this press release, and
the Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future
events or otherwise, except as otherwise required by law.
Contacts:
Media Relations:
Kathleen Prihoda, Falcon’s Beyond
kprihoda@falconsbeyond.com
Investor Relations:
ir@falconsbeyond.com
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