8-K
filed October 12, 2023, 7:59 PM ET
ticker FBYD
CIK 0001937987
M&A
confidence high
sentiment neutral
materiality 0.90
Falcon's Beyond Global, Inc. (FBYD): M&A transaction — Falcon's Beyond Global completes business combination with FAST II, begins trading on Nasdaq
Falcon's Beyond Global, Inc.
- Closes merger with FAST II; Pubco Class A, Series A Preferred, and warrants trade Oct 6 under FBYD, FBYDP, FBYDW.
- 6,772,844 FAST II shares redeemed for ~$72M ($10.63/sh) prior to closing; remaining shares converted under exchange ratio.
- Post-closing shares outstanding: 7,985,976 Class A, 127,596,617 Class B, 656,333 Series A Preferred, 8,440,667 warrants.
- Infinite Acquisitions provides $67.25M pre-close financing, commits additional $12.75M; $4.75M debt exchanged for 475,000 Series A Preferred.
- Board reconstituted: Sandy Beall and Ramin Arani continue as directors; former FAST II directors and officers resigned.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jarrett T. Bostwick was appointed as Director at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Yvette Whittaker was appointed as Chief Corporate Officer at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Chief Corporate Officer
Exact text from the filing
Yvette Whittaker was appointed Chief Corporate Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cecil D. Magpuri was appointed as Director at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ramin Arani was appointed as Director at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joanne Merrill was appointed as Chief Financial Officer at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Joanne Merrill was appointed Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Demerau was appointed as Director at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Schaefer was appointed as Chief Development Officer at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Chief Development Officer
Exact text from the filing
David Schaefer was appointed Chief Development Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Doug Jacob was appointed as Director at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cecil D. Magpuri was appointed as Chief Executive Officer at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Cecil D. Magpuri was appointed Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Demerau was appointed as Executive Chairman at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Executive Chairman
Exact text from the filing
Scott Demerau was appointed Executive Chairman
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bruce A. Brown was appointed as Executive Vice President of Legal, General Counsel and Corporate Secretary at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Executive Vice President of Legal, General Counsel and Corporate Secretary
Exact text from the filing
Bruce A. Brown was appointed Executive Vice President of Legal, General Counsel and Corporate Secretary
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Simon Philips was appointed as Director at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sandy Beall was appointed as Director at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Simon Philips was appointed as President at Falcon's Beyond Global, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
Simon Philips was appointed President
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Falcon's Beyond Global, Inc.: Adopted Amended and Restated Bylaws, effective October 5, 2023 (effective 2023-10-05).
- Change
- bylaw amendment
- Effective
- 2023-10-05
Exact text from the filing
Pubco adopted Amended and Restated Bylaws ("Bylaws"), effective as of October 5, 2023
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Falcon's Beyond Global, Inc.: FAST II ceased being a shell company upon completion of the SPAC Merger.
- Change
- shell status
Exact text from the filing
As a result of the Transactions, FAST II ceased being a shell company when it merged into Pubco upon the completion of the SPAC Merger.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Falcon's Beyond Global, Inc.: Filed Amended and Restated Certificate of Incorporation, effective October 5, 2023 (effective 2023-10-05).
- Change
- charter amendment
- Effective
- 2023-10-05
Exact text from the filing
On October 5, 2023, Pubco filed an Amended and Restated Certificate of Incorporation ("Charter")
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Falcon's Beyond Global, Inc.: Board adopted a new Code of Business Conduct and Ethics effective upon the Acquisition Merger Effective Time.
- Change
- code of ethics
Exact text from the filing
Effective upon the Acquisition Merger Effective Time, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Falcon's Beyond Global, Inc. underwent a change of control involving FAST Acquisition Corp. II (closed 2023-10-05).
- Action
- change of control
- Counterparty
- FAST Acquisition Corp. II
- Closing
- 2023-10-05
Exact text from the filing
on October 5, 2023 (the “SPAC Merger Effective Time”), FAST II merged with and into Pubco (the “SPAC Merger”), with Pubco surviving as the sole owner of Merger Sub
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Falcon's Beyond Global, Inc. completed an acquisition involving Falcon’s Beyond Global, LLC (closed 2023-10-06).
- Action
- acquisition
- Counterparty
- Falcon’s Beyond Global, LLC
- Closing
- 2023-10-06
Exact text from the filing
on October 6, 2023 (the “Acquisition Merger Effective Time”), Merger Sub merged with and into the Company (the “Acquisition Merger,” and collectively with the SPAC Merger, the “Business Combination”), with the Company as the surviving entity of such merger
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.