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): December 1, 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

 

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.

   

 

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