Falcon's Beyond Global, Inc NT 10-K, filed Apr 2, 2024
Falcon's Beyond Global, Inc. (FBYD)
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | SEC FILE NUMBER | |
| Washington, D.C. 20549 | 001-41833 | |
| FORM 12b-25 | CUSIP NUMBER | |
| 306121104 | ||
| NOTIFICATION OF LATE FILING |
| (Check One): |
☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR | |
| For Period Ended: December 31, 2023 | ||
| ☐ Transition Report on Form 10-K | ||
| ☐ Transition Report on Form 20-F | ||
| ☐ Transition Report on Form 11-K | ||
| ☐ Transition Report on Form 10-Q | ||
| For the Transition Period Ended: | ||
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
| Falcon’s Beyond Global, Inc. | |
| Full Name of Registrant | |
| Former Name if Applicable | |
| 1768 Park Center Drive | |
| Address of Principal Executive Office (Street and Number) | |
| Orlando, Florida 32835 | |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Falcon’s Beyond Global, Inc. (the “Company”) is unable to file the Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) within the prescribed time period. As part of the preparation of its financial statements to be included in the Form 10-K, the Company has determined that it expects to record an impairment charge with respect to the Company’s investment in the Sierra Parima joint venture in the audited financial statements for the year ended December 31, 2023. As of the date hereof, the Company’s impairment assessment is not complete because the Company requires additional time to finalize its impairment assessment procedures and complete the necessary valuation process for certain long-lived fixed assets subject to the impairment. As a result of the foregoing, the Company requires additional time to complete the Form 10-K and is working diligently to complete the necessary work to file the Form 10-K as soon as practicable.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Joanne Merrill | (407) | 909-9350 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
| (3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company conducts its business through five operating segments ((1) Falcon’s Creative Group, LLC (“FCG”), (2) Producciones de Parques, S.L. (“PDP”), (3) Sierra Parima S.A.S. (“Sierra Parima”), (4) Destinations Operations, and (5) Falcon’s Beyond Brands). During its 2023 fiscal year, the Company experienced significant changes to its business that have impacted its results of operations, as further described below.
Prior to July 27, 2023, FCG was a wholly-owned subsidiary of the Company, and on July 27, 2023, pursuant to a Subscription Agreement, QIC Delaware, Inc., a Delaware corporation and an affiliate of Qiddiya Investment Company, agreed to invest $30.0 million in FCG (the “Strategic Investment”). Accordingly, the Company’s financial statements for the fiscal year ended December 31, 2023 will be the first annual audited financial statements of the Company that reflect the Strategic Investment and the related deconsolidation of FCG. In addition, the Company’s Sierra Parima segment has experienced losses in fiscal 2023 as a result of financial, operational, and infrastructure challenges at the Katmandu Park, and as disclosed in the Company’s Form 8-K filed with the SEC on March 12, 2024, the Katmandu Park has been closed to visitors.
As part of the preparation of its financial statements to be included in the Form 10-K, the Company has determined that it expects to record an impairment charge with respect to the Company’s investment in the Sierra Parima joint venture in the audited financial statements for the year ended December 31, 2023. As of the date hereof, the Company is unable to provide reasonable estimates for its results of operations, as the impairment assessment referenced above is not complete and the Company continues to work on finalizing its financial statements and completing its Form 10-K reporting processes and procedures.
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Forward Looking Statements
This Notification of Late Filing on Form 12b-25 (“Form 12b-25”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expects,” “believes,” and similar expressions are used to identify the Company’s forward-looking statements and include without limitation, statements regarding the Form 10-K, the preparation of the Company’s financial statements and ongoing impairment assessment with respect to the Sierra Parima joint venture. These 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 the ability of the Company to complete and finalize its financial statements for the fiscal year ended December 31, 2023 and to complete its impairment assessment, as well as the business, financial and accounting risks disclosed under the caption “Risk Factors” in the Registration Statement on Form S-1, as amended, of the Company, filed with the SEC on November 30, 2023, and the Company’s other filings with the SEC. These forward-looking statements speak only as of the date of this Form 12b-25 and are based on information available to the Company as of the date of this Form 12b-25, and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Falcon’s Beyond Global, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 2, 2024 | By: | /s/ Joanne Merrill |
| Joanne Merrill | ||
| Chief Financial Officer |
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