Falcon's Beyond Global, Inc 8-K, filed Dec 5, 2025
Falcon's Beyond Global, Inc. (FBYD)
About this 8-K
Falcon's Beyond Global, Inc filed this 8-K on December 5, 2025, reporting on events of December 1, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
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Item 1.01 Entry into a Material Definitive Agreement
Series B Preferred Stock Subscription Agreement
As previously disclosed, on September 8, 2025, November 24, 2025 and November 25, 2025, Falcon’s Beyond Global, Inc. (the “Company”) entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors pursuant to which, on such date, the Company issued and sold to such investors, and such investors subscribed for and purchased, an aggregate of approximately $31.2 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 6,287,579 shares of Series B Preferred Stock, which includes the issuance of additional shares of Series B Preferred Stock as paid-in-kind dividends for the quarter ended September 30, 2025.
On December 1, 2025 and December 4, 2025, the Company entered into additional Subscription Agreements with certain accredited investors (the “Investors”), pursuant to which on such dates, the Company issued and sold to such Investors, and the Investors subscribed for and purchased, an aggregate of an additional $1.3 million of shares of Series B Preferred Stock, at a purchase price of $5.00 per share, for an aggregate of 260,000 shares of Series B Preferred Stock. Upon the closing of the transaction contemplated by the Subscription Agreements, the Company received an aggregate of approximately $1.3 million in cash.
The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the full text of the Form of Subscription Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2025 and is incorporated herein by reference.
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 December 1, 2025 and December 4, 2025, the Company closed on the sale of an aggregate of 260,000 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.
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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: December 5, 2025 | 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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