Falcon's Beyond Global, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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Sep 30, 2025 · Filed Nov 14, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
On September 8, 2025, the Company issued 5,747,742 shares of Series B Preferred Stock pursuant to 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 the Subscription Agreements, the purchase price for the Series B Preferred Stock could be 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. No underwriting discounts or commissions were paid with respect to such sale of Series B Preferred Stock.
The Series B Preferred Stock will convert into shares of Class A Common Stock automatically on the third anniversary of the original issuance date thereof, if at any time the volume weighted average sale price of one share of Class A Common Stock equals or exceeds $10.00 per share (as adjusted to reflect any stock splits, reverse stock splits, stock dividends, or similar transactions) for a period of at least 21 trading days out of 30 consecutive trading days. The holders of Series B Preferred Stock do not have the right to elect to convert the Series B Preferred Stock.
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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