Falcon's Beyond Global, Inc 8-K, filed Nov 20, 2024
Falcon's Beyond Global, Inc. (FBYD)
About this 8-K
Falcon's Beyond Global, Inc filed this 8-K on November 20, 2024, reporting on events of November 15, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 3.03: Change to shareholders' rights
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry Into a Material Definitive Agreement.
On November 15, 2024, holders of more than 50% of the publicly-held warrants (the “Warrants”) of Falcon’s Beyond Global, Inc., a Delaware corporation (the “Company” or “Falcon’s Beyond”) outstanding as of November 11, 2024 (the “Record Date”), authorized the amendment of the second amended and restated warrant agreement, dated as of November 3, 2023 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”) (the “Amendment”). On November 15, 2024, the Company entered into the Amendment with the Warrant Agent to provide for the Exchange at the Exchange Ratio on the Exchange Date.
The Amendment provides for the mandatory exchange (the “Exchange”) of the Warrants for shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), at an exchange ratio of 0.25 shares of Class A Common Stock per Warrant (the “Exchange Ratio”), to take effect on October 6, 2028 (the “Exchange Date”). The Amendment will become effective 20 business days following the mailing of an Information Statement to the Warrant holders in accordance with Securities and Exchange Commission (“SEC”) rules. After the effective date of the Amendment and until the Exchange Date, the Warrants, as amended by the Amendment, will not be exercisable and the holders of the Warrants will have no further rights except to receive shares of Class A Common Stock at the Exchange Ratio on the Exchange Date.
The foregoing description of the Amendment is qualified in its entirety by the text of the Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. As of November 11, 2024, the Record Date, there were 5,198,420 Warrants outstanding, which will be exchanged for approximately 1,299,605 shares of Class A Common Stock on the Exchange Date, in accordance with the Amendment. The Exchange will be made pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act.
Item 3.03 Material Modifications to Rights of Security Holders.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 15, 2024, the Company received executed written consents approving the Amendment from holders of the requisite amounts of the outstanding Warrants. Pursuant to SEC rules, an Information Statement will be filed with the SEC as soon as practicable and mailed to the holders of the Warrants.
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.
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Item 9.01. Financial Statements and Exhibits.
(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 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Note Regarding Forward-Looking Statements
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 Company may affect Falcon’s Beyond’s ability to access the public markets and expand its business, (12) the risks of doing business internationally, including in the Kingdom of Saudi Arabia, (13) Falcon’s Beyond’s indebtedness and reliance on related parties with respect to such indebtedness, (14) Falcon’s Beyond’s dependence on strategic relationships with local partners in order to offer and market its products and services in certain jurisdictions, (15) Falcon’s Beyond’s reliance on senior management and key employees, and its ability to hire, train, retain, and motivate qualified personnel, (16) cybersecurity-related risks, (17) the ability to protect Falcon’s Beyond’s intellectual property, (18) the ability to remediate identified material weaknesses in Falcon’s Beyond’s internal control over financial reporting, (19) the concentration of share ownership and the significant influence of the Demerau family and Cecil D. Magpuri, (20) the outcome of pending, threatened and future legal proceedings, (21) Falcon’s Beyond’s continued compliance with Nasdaq continued listing standards, (22) risks related to Falcon’s Beyond’s Up-C entity structure and the fact that Falcon’s Beyond may be required to make substantial payments to certain unitholders under the Tax Receivable Agreement, (23) our ability to maintain the listing of our Warrants on Nasdaq or to list the shares of Class A Common Stock issuable upon the Exchange on Nasdaq, and the risks disclosed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 29, 2024, and the Company’s other filings with the SEC. The forward-looking statements herein and in the exhibits hereto 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.
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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 | |
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Exhibit 4.1
AMENDMENT NO. 1 TO THE SECOND AMENDED AND
RESTATED WARRANT AGREEMENT
This Amendment (this “Amendment”) is made as of November 15, 2024 by and between Falcon’s Beyond Global, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Second Amended and Restated Warrant Agreement, dated as of November 3, 2023 (the “Existing Warrant Agreement”, and as amended by this Amendment, the “Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement with the vote or written consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants; and
WHEREAS, the Company desires to amend the Existing Warrant Agreement to, among other things, (i) provide that the Public Warrants may not be exercised commencing with the Effective Date (as defined below) and (ii) require the holders of the Public Warrants to exchange all of the outstanding Public Warrants for shares of Class A Common Stock on the Exchange Date (as defined below) at the exchange ratio of 0.25 shares of Class A Common Stock per Public Warrant, on the terms and subject to the conditions set forth herein; and
WHEREAS, the requisite number of Registered Holders of Public Warrants have consented to and approved this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.
| 1. | Amendment of Existing Warrant Agreement. The Existing Warrant Agreement is hereby amended by adding a new “Section 6.6” immediately following “Section 6.5,” which shall read as follows: |
“6.6 Mandatory Exchange of Public Warrants.
6.6.1 Mandatory Redemption of Public Warrants. Notwithstanding any other provision in the Warrant Agreement to the contrary, on October 6, 2028 (the “Exchange Date”), all of the Public Warrants then outstanding shall, automatically and without any action by the Registered Holders thereof, be exchanged and deemed transferred by such Registered Holder to the Company for shares of Class A Common Stock, at the exchange ratio of 0.25 shares of Class A Common Stock for each Warrant held by the holder thereof (the “Warrant Shares Consideration”) (subject to equitable adjustment by the Company in the event of any stock dividend, stock split, consolidation, combination, reverse stock split or reclassification of Class A Common Stock or other similar event, provided, however, for the avoidance of doubt, that the initial exchange ratio of 0.25 shares of Class A Common Stock per Public Warrant will not be adjusted to reflect the stock dividend declared by the Company on September 30, 2024). If any holder of Public Warrants would otherwise be entitled to receive fractional shares as Warrant Shares Consideration, the number of shares of Class A Common Stock to be received as Warrant Shares Consideration shall be rounded down to the nearest whole number.
6.6.2 Notice to Holders of Public Warrants. Notice of (i) the exchange and (ii) the amendments to the Warrant Agreement whereby on or after the Effective Date (a) the Public Warrants may not be exercised and (b) the Registered Holders shall cease to have any rights with respect to the Public Warrants other than the right to receive the Warrant Shares Consideration on the Exchange Date shall be included in the definitive information statement on Schedule 14C (the “Information Statement”) to be sent by the Company at least 20 business days prior to the Effective Date (as defined below) to the Registered Holders of the Public Warrants at their last addresses as they shall appear on the registration books. Any notice included in an Information Statement sent in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. The Company will make a public announcement of the exchange following the mailing of such Information Statement.
6.6.3 Exercise of Public Warrants; Other Rights of Holders of Public Warrants. The Public Warrants may be exercised at any time after notice shall have been given by the Company pursuant to Section 6.6.2 hereof and prior to the effective date of this Amendment, which effective date shall be the next business day following the twentieth business day after the mailing of the Information Statement to the Registered Holders (the “Effective Date”). On and after the Effective Date, the Public Warrants may not be exercised and the Registered Holder shall cease to have any rights with respect to the Public Warrants other than the right to receive the Warrant Shares Consideration on the Exchange Date. The Warrant Agreement shall be deemed terminated on the Exchange Date.”
| 2. | Miscellaneous Provisions. |
2.1 Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.2 Applicable Law. The validity, interpretation, and performance of this Amendment and of the Public Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
2.3 Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
2.4 Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.5 Entire Agreement. The Existing Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of the date first above written.
| FALCON’S BEYOND GLOBAL, INC. | |||
| By: | /s/ Cecil D. Magpuri | ||
| Name: | Cecil D. Magpuri | ||
|
Title: |
Chief Executive Officer | ||
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent | |||
| By: | /s/ Steven Vacante | ||
| Name: | Steven Vacante | ||
|
Title: |
Vice President | ||
[Signature Page to Warrant Agreement Amendment]
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Exhibit 99.1
 |
 |
Infinite Acquisitions Partners Announces LOI with Oceaneering International, Inc. for Acquisition of Oceaneering Entertainment Systems (OES); Infinite and Falcon’s Beyond Global, Inc. Announce LOI for Falcon’s to Operate OES
| ● | OES, currently part of Oceaneering International, Inc., built its reputation over decades as a global leader in advanced ride and show systems |
| ● | Falcon’s Beyond would seek to employ key OES staff to operate OES |
Henrico, VA and Orlando, FL (November 19, 2024) — Infinite Acquisitions Partners LLC (“Infinite”) today announced it has entered into a nonbinding letter of intent (“LOI”) with Oceaneering International, Inc. (“OII”) for Infinite to acquire Oceaneering Entertainment Systems (OES) from OII through an acquisition of assets. In addition, Infinite and Falcon’s Beyond Global, Inc. (Nasdaq: FBYD) (“Falcon’s Beyond”), a visionary leader in innovative and immersive storytelling through Falcon’s Creative Group, Falcon’s Beyond Destinations and Falcon’s Beyond Brands, today announced that they have entered into a nonbinding LOI for Falcon’s Beyond to operate OES. Infinite is a major stockholder of Falcon’s Beyond.
OES, the entertainment focused arm of OII, has been an industry leader in developing complex ride and show systems for over 25 years. OES is an award-winning pioneer of entertainment systems and show equipment and a trusted provider to the world’s top theme park developers and operators.
OES and Falcon’s Beyond have collaborated on themed entertainment projects globally for more than two decades. If the transactions proceed, Infinite, as the owner of OES, would tap Falcon’s Beyond’s expertise to operate OES, including its development and support of trackless ride vehicles, flying theaters and beyond. Falcon’s Beyond would seek to employ key OES staff in operating OES.
“We are excited about the opportunity to own and grow OES,” said Lucas Demerau, President of Infinite. “We believe that Falcon’s expertise in experiential themed entertainment and technology makes them a great fit and they’ll be able to operate and further amplify the OES brand.”
“We are thrilled to pursue the opportunity to operate OES and to build upon OES’ legacy of innovation powered by world-class employees,” said Cecil D. Magpuri, CEO of Falcon’s Beyond. “This strategic move would further bolster Falcon’s Beyond’s platform as a world-class entertainment provider.”
“Falcon’s innovative attraction development and storytelling prowess make it an ideal operator of OES,” said Dave Mauck, Vice President and General Manager of OII. “Existing OES customers would remain customers of OES, with Falcon’s Beyond servicing the contracts and providing the same high quality and level of service that has built OES’s stellar reputation.”
The transactions involving Infinite, OII, OES and Falcon’s Beyond are subject to ongoing discussions, due diligence and the execution of binding agreements, and there is no assurance that binding agreements for the transactions will be executed.
###
About Infinite Acquisitions Partners LLC
Infinite Acquisitions Partners, based in Henrico, Virginia, is a major stockholder of Falcon’s Beyond.
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 endeavors to bring 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 Beyond is headquartered in Orlando, Florida. Learn more at falconsbeyond.com.
Falcon’s Beyond’s 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 “plans”, “intends”, “would”, “will”, 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 based on various assumptions, whether or not identified in this press release, and on the current expectations of Falcon’s Beyond’s management and are not predictions of actual performance. Forward-looking statements are not intended to serve as, and must not be relied upon as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These 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. Some of the factors that could cause actual events or results to differ include but are not limited to the following: (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 Company may affect Falcon’s Beyond’s ability to access the public markets and expand its business, (12) the risks of doing business internationally, including in the Kingdom of Saudi Arabia, (13) Falcon’s Beyond’s indebtedness and reliance on related parties with respect to such indebtedness, (14) Falcon’s Beyond’s dependence on strategic relationships with local partners in order to offer and market its products and services in certain jurisdictions, (15) Falcon’s Beyond’s reliance on senior management and key employees, and its ability to hire, train, retain, and motivate qualified personnel, (16) cybersecurity-related risks, (17) the ability to protect Falcon’s Beyond’s intellectual property, (18) the ability to remediate identified material weaknesses in Falcon’s Beyond’s internal control over financial reporting, (19) the concentration of share ownership and the significant influence of the Demerau family and Cecil D. Magpuri, (20) the outcome of pending, threatened and future legal proceedings, (21) Falcon’s Beyond’s continued compliance with Nasdaq continued listing standards, (22) risks related to Falcon’s Beyond’s Up-C entity structure and the fact that Falcon’s Beyond may be required to make substantial payments to certain unitholders under the Tax Receivable Agreement, and (23) 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. If any of these risks materialize or Falcon’s Beyond’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that Falcon’s Beyond does not presently know or that Falcon’s Beyond believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. 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:
Falcon’s Beyond
Media Relations:
Kathleen Prihoda, Falcon’s Beyond
kprihoda@falconsbeyond.com
Investor Relations:
Ir@falconsbeyond.com