ファルコンズビヨンドグローバルの適時開示・重要契約・その他

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): April 16, 2025

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 exchangeable for 0.25 shares of Class A common stock on October 6, 2028	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 1.01 Entry Into a Material Definitive Agreement

The information in this Current Report on Form 8-K (this “Report”) set forth under Item 2.03 is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

Fourth Amendment to Katmandu Ventures Loan Agreement

On April 16, 2025, the Falcon’s Beyond Global, Inc. (the “Company”), through Falcon’s Beyond Global, LLC (“Falcon’s OpCo”), entered into a fourth amendment to the Katmandu Ventures Loan Agreement (the “Fourth Amendment to Katmandu Ventures Loan Agreement”) with Katmandu Ventures, LLC (“Katmandu Ventures”), a greater than 10% shareholder of the Company, and FAST Sponsor II LLC (“FAST Sponsor”). The Fourth Amendment to Katmandu Ventures Loan Agreement amends the term loan agreement, dated March 28, 2024, as amended June 14, 2024, October 18, 2024, and November 27, 2024 between Falcon’s OpCo, Katmandu Ventures and FAST Sponsor (the “Katmandu Ventures Loan Agreement”).

The Fourth Amendment to Katmandu Ventures Loan Agreement removes the repayment schedule and extends the maturity date of the loan to the earlier of the date that is five days following the date upon which Falcon's OpCo receives a distribution of funds from Producciones De Parques, S.L. as a result of an asset sale transaction or May 16, 2025.

Fourth Amendment to Universal Kat Loan Agreement

On April 16, 2025, the Company, through Falcon’s OpCo, entered into a fourth amendment to the Universal Kat Loan Agreement (the “Fourth Amendment to Universal Kat Loan Agreement”) with FAST Sponsor. The Fourth Amendment to Universal Kat Loan Agreement amends the term loan agreement, dated March 22, 2024, as amended June 14, 2024, October 18, 2024, and November 27, 2024, between Falcon’s OpCo and FAST Sponsor (the “Universal Kat Loan Agreement”). The Fourth Amendment to Universal Kat Loan Agreement removes the repayment schedule and extends the maturity date of the loan to the earlier of the date that is five days following the date upon which Falcon’s OpCo receives a distribution of funds from Producciones De Parques, S.L. as result of an asset sale transaction or May 16, 2025.

The foregoing descriptions of the Fourth Amendment to Katmandu Ventures Loan Agreement and Fourth Amendment to Universal Kat Loan Agreement do not purport to be complete and are qualified in their entirety by reference to the respective agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Report and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description
10.1		Fourth Amendment to Katmandu Loan Agreement, dated as of April 16, 2025, entered into by and among Falcon’s Beyond Global, LLC, Katmandu Ventures, LLC and FAST Sponsor II LLC.
10.2		Fourth Amendment to Universal Kat Loan Agreement, dated as of April 16, 2025, entered into by and among Falcon’s Beyond Global, LLC, Universal Kat Holdings, LLC and FAST Sponsor II LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: April 22, 2025	FALCON’S BEYOND GLOBAL, INC.

	By:	/s/ Bruce A. Brown
	Name:	Bruce A. Brown
	Title:	Chief Legal Officer and Corporate Secretary

EX-10.1 2 fbyd-ex10_1.htm EX-10.1 EX-10.1

FOURTH AMENDMENT TO LOAN AGREEMENT

This FOURTH AMENDMENT TO LOAN AGREEMENT, dated as of April 16, 2025 (this “Fourth Amendment”) is entered into by and among Falcon’s Beyond Global, LLC, a Delaware limited liability company (the “Borrower”), Katmandu Ventures, LLC, a Florida limited liability company (the “Lender”), and FAST Sponsor II, LLC, a Delaware limited liability company and the assignee of a portion of the principal and interest borrowed thereunder (“FAST Sponsor”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Loan Agreement referred to below.

RECITALS

WHEREAS, the Borrower and Lender entered into that certain Loan Agreement, dated March 28, 2024, which provided for a loan in the principal amount of approximately $7.2 million (as amended by the First Amendment, dated June 14, 2024, the Second Amendment, dated October 18, 2024, and the Third Amendment, dated November 26, 2024, the “Loan Agreement”);

WHEREAS, Lender and FAST Sponsor entered into that certain Assignment of Indebtedness to assign all of Lender’s right, title, and interest in and to an amount of $6,676,890 outstanding under the Loan Agreement, representing $6,316,977 in principal and $359,913 in interest, pursuant to that certain Equity and Debt Exchange Agreement, dated June 14, 2024 by and between Lender and FAST Sponsor; and

WHEREAS, the Borrower has requested that the Lender and FAST Sponsor make certain amendments to the Loan Agreement and Lender and FAST Sponsor have agreed to make such amendments, subject to the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and the conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendments to the Loan Agreement. Effective as of the date hereof, subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties set forth herein, the Loan Agreement is hereby amended as follows:

(a) Section 1(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(b) Repayment. The Borrower shall repay the outstanding balance of the Loan the accrued interest and penalty payments, as applicable, five (5) days following the date, on or before May 16, 2025, upon which the Borrower receives a distribution of funds from the Tenerife Sale (the “Maturity Date”).”

(b) The amendments to the Loan Agreement are limited to the extent specifically set forth in this Fourth Amendment and no other terms, covenants or provisions of the Loan Agreement are intended to be affected hereby.

2. Acknowledgement and Confirmation. Borrower hereby (a) consents to this Fourth Amendment and agrees that this Fourth Amendment shall not limit or diminish the obligations of Borrower under, or release Borrower from any obligations under the Loan Agreement (as amended pursuant to this Fourth Amendment), (b) confirms and reaffirms its obligation under the Loan Agreement (as amended pursuant to this Fourth Amendment), (c) agrees that the Loan Agreement (as amended pursuant to this Fourth Amendment) remains in full force and effect and is hereby ratified and confirmed.

3. Representations and Warranties. To induce the Lender and FAST Sponsor to enter into this Amendment, Borrower represents and warrants to the Lender and FAST Sponsor that:

(a) Organization; Powers. The Borrower is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

(b) No Event of Default. No Event of Default will exist immediately after giving effect to this Fourth Amendment.

(c) Authorization; Enforceability. This Fourth Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be duly executed and delivered as of the date and year first written above.

      
     FALCON’S BEYOND GLOBAL, LLC,
as the Borrower
 
By: /s/ Cecil D. Magpuri
Name: Cecil D. Magpuri 	 
Title: Chief Executive Officer

[Signature Page to FOURTH AMENDMENT TO Loan Agreement]

      
     KATMANDU VENTURES, LLC,
as the Lender
 
By: /s/ Jill Markey
Name: Jill Markey
Title:   Manager

     FAST SPONSOR II, LLCBy: FAST SPONSOR II MANAGER, LLC,
Its Manager
 
By: /s/ Garrett Schreiber
Name: Garrett Schreiber
Title: Sole Member

    

[Signature Page to Fourth Amendment To Loan Agreement]

EX-10.2 3 fbyd-ex10_2.htm EX-10.2 EX-10.2

FOURTH AMENDMENT TO LOAN AGREEMENT

This FOURTH AMENDMENT TO LOAN AGREEMENT, dated as of April 16, 2025 (this “Fourth Amendment”) is entered into by and among Falcon’s Beyond Global, LLC, a Delaware limited liability company (the “Borrower”), and FAST Sponsor II, LLC, a Delaware limited liability company (the “Lender”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Loan Agreement referred to below.

RECITALS

WHEREAS, the Borrower and Universal Kat Holdings, LLC entered into that certain Loan Agreement, dated March 22, 2024, which provided for a one-year $1,250,000 term loan (as amended by the First Amendment, dated June 14, 2024, the Second Amendment, dated October 18, 2024, and the Third Amendment, dated November 26, 2024, the “Loan Agreement”);

WHEREAS, Universal Kat Holdings, LLC and Lender entered into that certain Equity and Debt Exchange Agreement, dated as of June 14, 2024, and that certain Assignment of Indebtedness, dated June 14, 2024 to assign all of Universal Kat Holdings LLC’s right, title, and interest in and to the Loan Agreement from Universal Kat Holdings, LLC to Lender; and,

WHEREAS, the Borrower has requested that the Lender make certain amendments to the Loan Agreement and Lender has agreed to make such amendments, subject to the terms and conditions set forth herein.