--- schema_version: "secwatch.filing_event.v1" accession: "0001013762-23-003583" form_type: "8-K" ticker: "FBYD" cik: "0001937987" company_name: "Falcon's Beyond Global, Inc." filed_at: "2023-10-12T23:59:59+00:00" generated_at: "2026-06-10T01:11:32.547103+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Falcon's Beyond Global completes business combination with FAST II, begins trading on Nasdaq ## Summary - 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. ## SEC filing metadata - accession: 0001013762-23-003583 - form_type: 8-K - ticker: FBYD - cik: 0001937987 - company_name: Falcon's Beyond Global, Inc. - filed_at: 2023-10-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 5.02, 1.01, 2.01, 3.02, 9.01, 3.03, 8.01, 5.01, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/ea186596-8k_falcons.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001013762-23-003583 - JSON: https://secwatch.observer/filing/0001013762-23-003583.json - Plain text: https://secwatch.observer/filing/0001013762-23-003583.txt ## Key facts - Executive change Jarrett T. Bostwick was appointed as Director at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Director source text: each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco. evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change Yvette Whittaker was appointed as Chief Corporate Officer at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Chief Corporate Officer source text: Yvette Whittaker was appointed Chief Corporate Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change Cecil D. Magpuri was appointed as Director at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Director source text: each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco. evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change Ramin Arani was appointed as Director at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Director source text: each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco. evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change Joanne Merrill was appointed as Chief Financial Officer at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Joanne Merrill was appointed Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change Scott Demerau was appointed as Director at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Director source text: each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco. evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change David Schaefer was appointed as Chief Development Officer at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Chief Development Officer source text: David Schaefer was appointed Chief Development Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change Doug Jacob was appointed as Director at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Director source text: each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco. evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change Cecil D. Magpuri was appointed as Chief Executive Officer at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Cecil D. Magpuri was appointed Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change Scott Demerau was appointed as Executive Chairman at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Executive Chairman source text: Scott Demerau was appointed Executive Chairman evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change 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 source text: Bruce A. Brown was appointed Executive Vice President of Legal, General Counsel and Corporate Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change Simon Philips was appointed as Director at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Director source text: each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco. evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change Sandy Beall was appointed as Director at Falcon's Beyond Global, Inc.. - Action: appointed - Role: Director source text: each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco. evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Executive change Simon Philips was appointed as President at Falcon's Beyond Global, Inc.. - Action: appointed - Role: President source text: Simon Philips was appointed President evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Governance Changes 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 source text: Pubco adopted Amended and Restated Bylaws ("Bylaws"), effective as of October 5, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Governance Changes Falcon's Beyond Global, Inc.: FAST II ceased being a shell company upon completion of the SPAC Merger. - Change: shell status source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Governance Changes 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 source text: On October 5, 2023, Pubco filed an Amended and Restated Certificate of Incorporation ("Charter") evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - Governance Changes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1937987/000101376223003583/0001013762-23-003583-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.