Liquidity strain and Saudi growth shape Falcon’s Beyond (FBYD) 2025 outlook
Rhea-AI Filing Summary
Falcon’s Beyond Global, Inc. files its annual report describing a fast-growing but financially stressed experiential entertainment platform spanning creative services, attraction technologies, and destination ventures. The company highlights major 2025 actions, including a pivot toward asset‑light destinations, expansion in Saudi Arabia, and the acquisition of Oceaneering Entertainment Systems.
Liquidity is a central concern. Management and auditors state that current resources and negative operating cash flow raise substantial doubt about Falcon’s ability to continue as a going concern. To bolster its position, the company issued about $32.5 million of 11% Series B Cumulative Convertible Preferred Stock, receiving roughly $12.0 million in cash and exchanging $20.5 million of debt.
The company also realized portfolio gains and impairments. A joint venture sold the Sol Tenerife Hotel for €71 million, distributing approximately $27 million to Falcon’s, while other joint ventures, including PDP and Karnival, triggered impairment charges. Revenue is heavily concentrated: shared services to FCG account for 45% of company revenue, and FCG itself depends on two large clients for most of its own revenue. These factors, combined with high leverage, customer concentration, and internal control weaknesses, underscore significant risk around execution of Falcon’s growth and asset‑efficient strategy.
Positive
- None.
Negative
- Going concern uncertainty: 2025 operating losses, negative operating cash flow, and limited liquidity lead management and auditors to conclude there is substantial doubt about Falcon’s ability to continue as a going concern.
- Costly recapitalization: The company issued about $32.5 million of 11% Series B Cumulative Convertible Preferred Stock, adding expensive, senior capital that may dilute common shareholders and constrain financial flexibility.
- Asset impairments and JV setbacks: Other‑than‑temporary impairments on PDP and Karnival, following prior Sierra Parima issues and the wind‑up of certain ventures, indicate that parts of the destination portfolio have destroyed value.
- High customer and segment concentration: 45% of total revenue comes from shared services to FCG, while FCG relies heavily on two Saudi‑related clients, exposing the business to contract or geopolitical disruptions.
Insights
Going concern warning, heavy customer concentration, and costly capital highlight elevated risk.
Falcon’s Beyond Global (FBYD) presents an ambitious experiential platform but pairs it with significant financial strain. The company reports a $13.4 million operating loss and $26.0 million negative operating cash flow for 2025, and explicitly acknowledges substantial doubt about its ability to continue as a going concern. This is among the most serious red flags in corporate reporting.
To address liquidity, Falcon’s issued about $32.5 million of 11% Series B Cumulative Convertible Preferred Stock at $5.00 per share, receiving roughly $12.0 million in cash while converting $20.5 million of debt. That structure reduces near‑term leverage but adds an expensive, senior security with conversion and cumulative dividend features that may dilute common shareholders and constrain flexibility.
Operationally, joint‑venture impairments (including a $5.3 million PDP write‑down and $3.0 million Karnival impairment) show that past destination bets have underperformed. Revenue concentration is high: 45% of company revenue comes from services to FCG, while FCG itself relied on QIC and NMDC for about 60% and 39% of its revenue. Contracts can be terminated on relatively short notice, so any pullback could quickly pressure results and liquidity. Overall, the filing signals elevated solvency and execution risk despite visible growth opportunities.
Key Figures
Key Terms
going concern financial
equity method investments financial
Strategic Investment financial
11% Series B Cumulative Convertible Preferred Stock financial
Earnout Escrow Agreement financial
asset‑efficient operating approach financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The aggregate market value of voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $
As of March 30, 2026, there were
DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2025. Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K.
Falcon’s Beyond Global, Inc.
Table of Contents
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY |
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PART I |
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Item 1. |
Business |
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Item 1A. |
Risk Factors |
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Item 1B. |
Unresolved Staff Comments |
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Item 1C. |
Cybersecurity |
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Item 2. |
Properties |
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Item 3. |
Legal Proceedings |
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Item 4. |
Mine Safety Disclosures |
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PART II |
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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Item 6 |
[Reserved] |
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 8. |
Financial Statements and Supplementary Data |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A. |
Controls and Procedures |
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Item 9B. |
Other Information |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
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Item 11. |
Executive Compensation |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14. |
Principal Accountant Fees and Services |
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Part IV |
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Item 15. |
Exhibit and Financial Statement Schedules |
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Item 16 |
Form 10-K Summary |
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SIGNATURES |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
This Annual Report on Form 10-K (this “Annual Report”) contains statements that the Company believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of future performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Annual Report, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. The following important factors, risks, and uncertainties could cause actual results to differ materially from those indicated by the forward-looking statements:
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Glossary of Terms
The following are definitions of certain terms used in this Annual Report on Form 10-K:
we, us, our, the Company or Falcon’s |
Falcon’s Beyond Global, Inc. and its subsidiaries |
Class A Common Stock |
The Company’s Class A common stock, par value $0.0001 per share |
Class B Common Stock |
The Company’s Class B common stock, par value $0.0001 per share |
Business Combination |
On October 5, 2023 FAST II merged with and into Pubco |
Exchange Act |
The Securities and Exchange Act of 1934, as amended |
Falcon's Attractions |
Falcon’s Attractions, LLC, a wholly-owned subsidiary of Falcon’s Opco |
Falcon’s Opco |
Falcon’s Beyond Global, LLC |
FBB |
The Company’s Falcon’s Beyond Brands division |
FBD |
The Company’s Falcon’s Beyond Destinations division |
FC |
Falcon’s Central |
FCG |
The Company’s Falcon’s Creative Group division |
FCG LLC |
Falcon’s Creative Group, LLC, a deconsolidated subsidiary which is 75% owned by Falcon’s Opco and 25% owned by QIC |
Fun Stuff |
Fun Stuff, S.L., a wholly-owned subsidiary of Falcon’s Opco |
Karnival |
Karnival TP-AQ Holdings Limited |
Katmandu Park DR |
Katmandu Park in Punta Cana, Dominican Republic |
LBE |
location-based entertainment |
Meliá |
Meliá Hotels International, S.A. |
PDP |
Producciones de Parques, S.L., a joint venture between Falcon’s and Meliá |
QIC |
Qiddiya Investment Company |
Raging Power |
Raging Power Limited, a subsidiary of New World Development Company Limited |
Series B Preferred Stock |
The Company's Series B preferred stock, par value $0.0001 per share |
Sierra Parima |
Sierra Parima S.A.S., a former joint venture between Falcon’s and Melia |
Warrants |
The Company’s warrants to purchase Class A Common Stock |
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Item 1. Description of Business
Overview
Falcon’s Beyond Global, Inc. is a visionary entertainment and technology enterprise at the forefront of the global experience economy. We design, develop, engineer, deliver, and commercialize immersive physical and digital experiences for leading brands, developers, and destination operators worldwide, as well as for our own portfolio of entertainment and technology concepts.
The terms “Falcon’s”, “Company”, “we”, “our” and “us” are used in this report to refer collectively to the parent company and the business divisions through which businesses are conducted.
Our business is built on an integrated experience platform that brings together creative development, proprietary technologies, advanced engineering, intellectual property (“IP”), and operational execution to enable the repeatable creation, deployment, and scaling of entertainment experiences across multiple formats and locations globally.
We operate through three complementary business divisions: Falcon’s Creative Group (“FCG”), Falcon’s Beyond Brands (“FBB”), and Falcon’s Beyond Destinations (“FBD”), each of which serves a distinct role within the Company’s operating model and participates in different stages of value creation within the experience economy. These divisions are conducted through five operating segments.
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Falcon’s Creative Group (FCG) provides creative and advisory services including destination strategy, master planning, experiential and attraction design, digital media, interactive software, IP development, and creative guardianship for entertainment and hospitality destinations. |
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Falcon’s Beyond Brands (“FBB”) encompasses a broad portfolio of intellectual property, proprietary technologies, and operating businesses that design, engineer, commercialize, and deploy entertainment systems, products, content, and experiences across physical and digital environments. |
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• FBB • Falcon’s Attractions |
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Falcon’s Beyond Destinations (FBD) develops, owns, operates, and expands entertainment venues, hospitality experiences, and branded destination concepts across a variety of location‑based formats, utilizing proprietary and third‑party intellectual property. |
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• Producciones de Parques, S.L. (“PDP”) • Destinations Operations |
Our three business divisions work together under a shared structure to maximize the value of creative assets, proprietary processes, systems, and IP across the enterprise. This structure promotes execution consistency, efficient use of capital, and cross-collaboration across a wide range of entertainment markets and applications. This enables Falcon’s to participate in multiple stages of experience creation and commercialization while maintaining flexibility as the business evolves.
FCG and PDP are currently accounted for as equity method investments and represent a substantial portion of the Company’s operations.
Recent Developments
Strategic Direction
Throughout 2025 and early 2026, the Company undertook a series of strategic and operational actions intended to align its business portfolio of equity method investments, capital deployment, and operating focus to align with its platform‑based strategy. These actions reflect an emphasis on the continued growth of FCG and FBB, together with continued progress toward a more asset‑efficient operating approach within FBD.
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Operating Momentum
During 2025, the Company expanded its engagement in the Kingdom of Saudi Arabia across multiple large‑scale development initiatives supported by Public Investment Fund (“PIF”), reinforcing the Company’s role as a long‑term creative, design, and technology partner on complex destination‑scale projects in the region.
In October 2025, FCG commenced a concept refinement engagement with QIC at one of their major entertainment destination developments. In February 2026, FCG completed its creative guardian services for Aquarabia Qiddiya City, a large‑scale water theme park for which FCG served as the original IP developer, master planner, attraction designer, and creative guardian. Aquarabia has been publicly announced to open in 2026. FCG remains actively engaged under a Consultancy Services Agreement entered into in January 2024 with QIC relating to services for the first‑ever Dragon Ball theme park at Qiddiya City, pursuant to which FCG is providing design, technology, and construction‑related services. FCG also remains actively engaged in content and hardware consulting services for 3D Gaming Arenas related to Qiddiya’s Gaming & Esports District, currently under development. The continued engagements reflect QIC’s ongoing activation of FCG’s creative services across multiple stages of development and underscores the depth and durability of the Company’s relationship with QIC.
In August 2025, New Murabba Development Company (“NMDC”), a PIF company, commenced a second phase of a strategic agreement with FCG under which FCG was appointed as Creative and Content Advisor for The Mukaab, the central landmark of the New Murabba downtown development in Riyadh. This partnership positions Falcon’s in a “Lead Creative Role” shaping The Mukaab’s immersive attractions, interactive environments, and integrated technologies.
Technology and Capability Expansion
Throughout 2025 and early 2026, the Company continued to invest in creative, technological, and operational capabilities including enhancements to proprietary systems, experiential technologies, and IP development.
On May 15, 2025, FBB completed the asset purchase and operational integration of Oceaneering Entertainment Systems (“OES”) from Oceaneering International, Inc. (“OII”). OES has been an industry leader in the development of complex ride and show systems and has been a trusted collaborator on the Company’s projects for more than two decades. In relation to this transaction, the Company onboarded key OES personnel, obtained OES’s portfolio of proprietary technologies and patents, its engineering and manufacturing expertise, and assumed the lease of a 106,000+ square foot facility designated for research, development, testing, and integration. The integration of OES into Falcon’s Attractions provides the Company with expanded capabilities in the design and manufacture of advanced attraction and show systems. This acquisition enhances the Company’s ability to deliver end-to-end solutions through engineering, production, and installation.
Other Portfolio Actions
In May 2025, the Company, through its joint venture PDP, completed the disposition of the Sol Tenerife Hotel by selling 100% of its equity interests in Tertian XXI, S.L., the entity owning the real-estate assets. The transaction was structured as a share sale and produced aggregate consideration of €71 million. PDP distributed approximately $27 million to the Company from the net proceeds.
In October 2025, the Company and its joint venture partner Raging Power Limited agreed to terminate the project and commence the wind‑up of the joint venture Karnival TP-AQ Holdings Limited (“Karnival”) due to protracted delays in the underlying location development schedule.
During 2025, the Company mutually agreed to terminate its licensing agreement with The Hershey Company, and the Company no longer has rights under that agreement to develop new Hershey‑branded location‑based entertainment experiences.
Stock-Price-based Earnouts
On December 12, 2025, the Company notified Fast Sponsor II LLC, Infinite Acquisitions, Katmandu Ventures, LLC and CilMar Ventures, LLC Series A (the “Earnout Participants”) that the first stock-price-based earnout trigger set forth in the Earnout Escrow Agreement, dated as of October 6, 2023, by and among the Company and the Earnout Participants (the “Earnout Escrow Agreement”) was met. The Earnout Escrow Agreement was entered into in connection with the Business Combination between the Company and FAST Acquisition Corp. II whereby a total of 1,000,000 earnout shares denominated as Class A common stock and 39,000,000 earnout shares denominated as Class B common stock and 39,000,000 earnout units are outstanding, each of which will be earned, released and delivered upon satisfaction of, or forfeited and canceled upon the failure of, certain milestones described below related to the volume weighted average closing sale price of the Class A Common Stock during the five-year period beginning on October 6, 2024 and ending on October 6, 2029 (such period, the “Earnout Period”). As of December 2, 2025, the Company’s volume weighted average closing sales price of its Class A common stock was greater than $16.67 for a period of at least twenty out of the thirty consecutive trading days ending on December 2, 2025, and accordingly, pursuant to the Earnout Escrow Agreement, 15,000,000 of the outstanding earnout shares
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and units were earned, released from escrow, and delivered to the Earnout Participants. No new securities were issued in connection with this event. Further, pursuant to the Shareholders Agreement between the Company and such Earnout Participants dated October 6, 2023, the released shares and units are subject to transfer restrictions for a period of 365 days from the date that they are earned, released and delivered from escrow. If at any time during the remaining Earnout Period the Company’s volume weighted average closing sale price of the Class A Common Stock is greater than $20.83, 15,000,000 earnout shares will be earned, released and delivered. If at any time during the Earnout Period the Company’s volume weighted average closing sale price of the Class A Common Stock is greater than $25.00, 10,000,000 earnout shares will be earned, released and delivered. In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to all or any portion of shares of the Company’s issued and outstanding Class A Common Stock is proposed by the Company or the Company’s stockholders and approved by the Board, or is otherwise consented to or approved by the Board, which results in the shareholders receiving cash, securities, or other property having an aggregate value equal to or exceeding the threshold, then the earnout target will be deemed to have been met and the full amount of earnout shares will be earned, released and delivered.
Series B Preferred Stock Subscription Agreement and Debt Exchange Agreement
On September 8, 2025, November 24, 2025, November 25, 2025, December 1, 2025 and December 4, 2025 the Company entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors, including Infinite Acquisitions and Gino P. Lucadamo, pursuant to which, on such dates, the Company issued and sold to such investors, and such investors subscribed for and purchased, an aggregate of approximately $32.5 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 quarters ended September 30, 2025 and December 31, 2025. 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 $12.0 million in cash and the exchange of an aggregate of $20.5 million of outstanding indebtedness (as described in more detail below).
In connection with the Subscription Agreements, on September 8, 2025, the Company entered into a Debt Exchange Agreement (the “Debt Exchange Agreement”) with Infinite Acquisitions, pursuant to which, on such date, Infinite Acquisitions exchanged and discharged an aggregate of approximately $20.5 million of indebtedness owed by the Company or one of its subsidiaries to Infinite Acquisitions, in consideration for the issuance by the Company to Infinite Acquisitions of $20.5 million of shares of Series B Preferred Stock, at a per share price of $5.00, for an aggregate of 4,092,326 shares of Series B Preferred Stock. Such exchanged indebtedness includes (i) $14,961,632, constituting the entire amount outstanding under the loan agreement, dated September 30, 2024, by and between Infinite Acquisitions, as lender, and Katmandu Group, LLC, a subsidiary of the Company, as borrower, and (ii) $5,500,000 of the amount outstanding under the line of credit loan by and between Infinite Acquisitions, as lender, and Falcon’s Beyond Global, LLC, a subsidiary of the Company, as borrower.
Shareholder Exchange of Falcon’s Opco Units (and paired Class B Common Stock) for Class A Common Stock
In November 2025, Infinite Acquisitions exchanged 11,150,368 Falcon’s Opco Units (and surrendered and cancelled the corresponding number of shares of Class B Common Stock) for 11,150,268 shares of Class A Common Stock, in accordance with the terms of the A&R Operating Agreement of Falcon’s Opco. In December 2025, Katmandu Ventures exchanged 350,000 Falcon’s Opco Units and the corresponding number of Class B Common Stock for 350,000 shares of Class A Common Stock.
Background of the Company
Falcon’s track record spans over 26 years supporting over $144 billion worth of story-driven development projects in 27 countries. The Company has won more than 56 prestigious industry awards, recognizing its creative and technical achievements.
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The Falcon’s business, consisting of the business conducted by Falcon’s Treehouse, LLC (the “Falcon’s Business”), began in 2000 with a focus on story‑driven attraction and experiential design services and expanded into a broader array of services including master planning, media, interactive, and audio production, project management, and attraction hardware development, procurement, and sales. The Company’s growth has been supported by a consistent track record of delivering highly creative and technically innovative attractions and experiences on budget and on schedule, accompanied by significant industry recognition. As the Company’s operations and services evolved, “Falcon’s Creative Group” was filed as a fictitious name with the State of Florida in 2017 to formally conduct business under that name.
The Katmandu business, consisting of business conducted by Katmandu Group, LLC and Fun Stuff, S.L. (the “Katmandu Business”), began in 2007 with the creation of the House of Katmandu theme park in Mallorca, Spain, later rebranded as Katmandu Park, which was our first instance of the “Big Experience, Small Footprint” themed entertainment concept used for developing entertainment destination resorts in major tourist destinations worldwide. The success of the House of Katmandu theme park in Mallorca led to the creation of a joint venture relationship between the Katmandu Business and Meliá in 2012.
In April 2021, the Falcon’s Business and the Katmandu Business were combined to form Falcon’s Beyond Global, LLC. Following the combination of Falcon’s Business with the Katmandu Business, Falcon’s formed Falcon’s Creative Group, LLC, which is an entity organized under the laws of the State of Delaware, and Falcon’s Beyond Destinations, LLC in March 2022 and Falcon’s Beyond Brands, LLC in June 2022, which are both entities organized under the laws of the State of Florida. The three entities were formed in anticipation of planned internal organizational movements to align with the Company’s three distinct operating divisions.
Prior to July 27, 2023, FCG was a wholly-owned subsidiary of the Company. On July 27, 2023, pursuant to the Subscription Agreement (the “Subscription Agreement”) by and between FCG and QIC Delaware, Inc., a Delaware corporation and an affiliate of Qiddiya Investment Company (“QIC”), QIC agreed to invest $30.0 million in FCG (the “Strategic Investment”). As a result of the rights provided to QIC in connection with the Strategic Investment, FCG was deconsolidated as of July 27, 2023. Following the Strategic Investment, the Company has been able to devote the necessary resources to realize its growth plans for FCG.
On October 6, 2023, Falcon’s Beyond Global, Inc. became a publicly traded company and listed our shares on Nasdaq in connection with the Business Combination with FAST Acquisition Corp. II.
On May 15, 2025, Falcon’s completed an asset purchase of OES from OII. OES was a developer of complex attraction and show systems with a history of collaboration with the Company on themed entertainment projects. Following the transaction, OES’s operations, patents proprietary processes were integrated into the Company’s Falcon’s Attractions business within FBB, expanding the Company’s attraction systems and engineering capabilities.
The Company maintains a website located at www.falconsbeyond.com. The Company’s corporate filings with the Securities and Exchange Commission (“SEC”), including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, and any amendments to those filings, are available, free of charge, on the Company’s website as soon as reasonably practicable after such materials are electronically filed with the SEC. The information contained on the Company’s website is not incorporated in or otherwise to be regarded as a part of this Annual Report.
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Business Divisions
As referenced above and further described below, Falcon’s is organized into three business divisions: FCG, FBB and FBD. Our three businesses contribute to and strengthen one another and create diversified revenue streams.
Illustrative overview of Falcon’s Beyond’s business divisions and value creation flow:
Falcon’s Creative Group (FCG)
FCG is the Company’s creative services and experience development business, providing creative, technical, and design capabilities for themed entertainment, attractions, and large-scale destination projects. FCG operates primarily as a project‑based services business, delivering master planning, attraction and experiential design, media production, interactive and software development, executive production, and creative guardianship services.
FCG’s operating model is centered on long‑term, milestone‑driven engagements that typically span multiple phases of development, from early destination strategy, concept, and master planning through detailed design, production, and on‑site creative oversight. The division’s multidisciplinary teams integrate storytelling, architecture, engineering, media, and software disciplines to support creative continuity and technical feasibility throughout the lifecycle of a project. FCG serves as creative guardian during construction and commissioning, supporting consistency between the approved creative vision and final execution.
FCG generates revenue primarily through professional services arrangements tied to defined scopes of work and project milestones, rather than through ownership of underlying destination assets. This model allows FCG to participate in large‑scale, complex developments while reducing long‑term capital exposure and enabling flexibility in resource allocation across multiple projects and geographies. Client relationships are concentrated but recurring, reflecting the scale, duration, and complexity of the projects undertaken.
The FCG division has recently experienced rapid growth driven by increasing demand and the expansion of project scope. This growth has been funded in part by the Strategic Investment, pursuant to which the Company agreed to prioritize projects, products, and purchase orders submitted by QIC. Recent awards have included large-scale initiatives such as the Dragon Ball theme park and The Mukaab for New Muraaba Development Company. This increase in demand and broadening of scope across both QIC and New Murabba PIF projects has required the allocation of additional resources and talent to FCG to ensure the successful delivery of contracted scopes of work.
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Strategic Investment by Qiddiya Investment Company
On July 27, 2023, pursuant to the Strategic Investment, QIC agreed to invest approximately $30.0 million in FCG through a private placement of preferred units by FCG LLC. Pursuant to the Subscription Agreement, upon the closing of the Strategic Investment, FCG LLC received a closing payment of $17.5 million (net of $500,000 in reimbursements relating to due diligence fees incurred by QIC). In April 2024, QIC released the remaining $12.0 million of the $30.0 million investment to FCG LLC as a result of the establishment of the Opco Incentive Plan.
After giving effect to the transactions contemplated by the Subscription Agreement, FCG LLC has two members: QIC holding 25% of the equity interest of FCG LLC in the form of preferred units and Falcon’s Opco holding the remaining 75% of the equity interest of FCG LLC in the form of common units. In connection with the Strategic Investment, FCG LLC amended and restated its limited liability company agreement to include QIC as a member and to provide QIC with certain consent, priority and preemptive rights and Falcon’s Opco and FCG LLC entered into an intercompany service agreement and a license agreement. In addition, FCG LLC agreed to indemnify the members of its board of managers for liabilities arising from their service in their respective roles.
Life of a Project
As illustrated below, a typical large-scale entertainment destination project may have a development timeline of five to six years from strategy to opening. This is provided to contextualize the scope, sequencing, and duration of services that FCG (and in part, Falcon’s Attractions) may provide over the life of a project, and to illustrate how the Company’s creative, technical, and project‑based services are deployed across different development phases. Certain engineering, system delivery, and installation activities depicted may also be supported by Falcon’s Attractions, where applicable, depending on project scope and delivery structure.
Falcon’s Beyond Brands (FBB)
In the near term, FBB’s primary operating focus is Falcon’s Attractions, which designs, engineers, manufactures, and sells proprietary and customized ride systems, attraction hardware, and related technologies for theme parks, location‑based entertainment venues, and destination developments worldwide. This business leverages the Company’s decades of experience in attraction design and engineering and enables Falcon’s Beyond to participate directly in the downstream delivery of physical experiences originally conceived through its creative services platform. Revenue in this segment is primarily generated through system sales, engineering services, fabrication, integration, installation, and aftermarket support typically under project‑specific contractual arrangements.
FBB also serves as the steward of the Company’s proprietary technology and IP portfolio, which includes a portfolio of 206 issued and pending patents covering attraction systems, experiential technologies, and interactive platforms. These patents support the differentiation of the Company’s ride systems and technology offerings and provide for current sales activity.
In addition, FBB functions as one of the Company’s key platforms for synergistic investments and acquisitions of businesses, technologies, and IP that complement Falcon’s Beyond’s core capabilities. These activities are intended to expand the Company’s technology stack, enhance product offerings, and selectively accelerate access to new markets or capabilities, while maintaining an emphasis on capital discipline and strategic alignment.
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Over time, this division is intended to support the development, licensing, and commercialization of proprietary and third‑party IP and original entertainment franchises across media, interactive content, branded experiences, and consumer products, where appropriate. These activities are pursued selectively and with an emphasis on capital discipline, leveraging partnerships, licensing arrangements, and platform extensions. Original entertainment brands include “The Hidden Realms of Katmandu”, “Cadim and the Monster Wave”, “Voyages Beyond”, “ResQ”, and “Curiosity Playground”.
Falcon’s Beyond Destinations
FBD is the Company’s destination development and operations division, focused on the development, expansion, and operation of location‑based entertainment and hospitality experiences utilizing both Company‑owned and third‑party IP while maintaining a capital‑disciplined and flexible development approach.
FBD currently operates under an asset‑efficient strategy designed to reduce capital intensity and development risk while enabling scalable growth across multiple markets. Under this model, FBD primarily partners with third‑party developers, property owners, and operators that possess existing real estate, infrastructure, and operational capabilities. These partnerships may be structured through licensing, management agreements, joint ventures, or other collaborative arrangements, depending on market conditions and project requirements. This approach is intended to accelerate speed‑to‑market and allow the Company to focus on its core competencies in experience design, IP deployment, and operational oversight.
The experiences developed and operated by FBD are branded entertainment concepts and immersive attractions designed to drive repeat visitation, ancillary spending, and long‑term brand engagement. FBD’s revenue participation may include a combination of management fees, licensing fees, revenue‑sharing arrangements, and equity interests, depending on the structure of each project. By avoiding a reliance on wholly owned, asset‑heavy developments, FBD seeks to balance long‑term participation in destination economics with prudent capital deployment.
As part of the Company’s ongoing strategic transition toward a more capital‑disciplined, asset‑efficient operating model, the Company may discontinue, restructure, or allow certain third‑party licensing or joint venture arrangements to expire in order to align development activity and capital deployment with strategic priorities. The Company continues to evaluate its portfolio of joint ventures and strategic initiatives to prioritize opportunities aligned with its current operating strategy.
Competition
The Company operates in various competitive environments across each of its business divisions. Competitive dynamics vary by division and geography and are influenced by factors including creative capability, IP, technical expertise, execution quality, scale, capital efficiency, customer relationships, and brand recognition.
Falcon’s Creative Group
FCG competes primarily with independent themed entertainment design and experience development firms that provide master planning, attraction design, experiential media, interactive, and creative services to third‑party clients. These competitors range from boutique creative studios to larger multidisciplinary firms and compete with FCG on the basis of creative quality, technical capability, project execution, global experience, and the ability to deliver complex, multi‑year projects.
Competitive factors include creative differentiation, proprietary processes and pipelines, integrated creative and technical capabilities, experience in large‑scale destination projects, cross‑platform storytelling expertise, scalability of concepts, and industry relationships.
Falcon’s Beyond Brands
FBB operates across multiple competitive categories, reflecting its role in attraction systems, technology commercialization, and entertainment franchise development.
Competition within FBB is primarily driven by Falcon’s Attractions, which competes with manufacturers and integrators of ride systems, attraction hardware, and immersive entertainment technologies serving theme parks, location‑based entertainment venues, and destination developments worldwide. Competition in this segment is based on engineering expertise, safety and reliability, IP,
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customization capabilities, integration experience, lifecycle support, and the ability to deliver complex systems across international markets.
Falcon’s Beyond Destinations
FBD competes with operators and developers of location‑based entertainment venues, themed attractions, and destination experiences. Competition varies by format, scale, and geography and includes companies pursuing both asset‑heavy and asset‑efficient development models.
FBD’s competitors include operators of indoor entertainment venues, experiential attractions, and branded destination concepts that compete for consumer discretionary spending, development partnerships, and premium real estate locations. Competitive factors include concept differentiation, IP, operational expertise, capital structure, speed‑to‑market, and the ability to drive repeat visitation.
Marketing
The Company’s overarching marketing strategy focuses on Company brand development and reputation management to help drive the business, as well as growing brand awareness and loyalty. Through targeted campaigns and strategic initiatives, our marketing efforts aim to increase Falcon’s brand visibility and recognition among target audiences including customers, clients, current and future investors, and current and potential future employees. We believe the Company’s marketing team is equipped to quickly adapt to evolving company programs and initiatives to ensure the most optimal marketing campaigns. We maintain a public relations program utilizing a media monitoring resource to ensure visibility and top news outlet placements for all Company announcements. The Company has a strong organic digital presence with active social media platforms including LinkedIn, Instagram, Facebook, X, and YouTube. Additional marketing programs work to position the Company executives as industry thought leaders by participating in speaking engagements, having an active presence on LinkedIn, and exhibiting in relevant tradeshows. By building brand awareness and loyalty through integrated marketing efforts, the Company is working to lay the foundation for sustainable competitive advantage and market leadership. On December 2, 2025 we announced that FBYD joined the Russell 2000® Index which was accompanied by an integrated marketing campaign, including a press announcement, e-newsletter, and posts on social media channels.
Each Company business has its own targeted marketing plan that varies by division and customer type. Falcon’s Beyond marketing efforts include uplifting and sharing FCG, FBB and FBD news and programs.
Falcon’s Creative Group
FCG’s marketing efforts are based largely on a business-to-business (“B2B”) approach. Given the 26-year history, FCG is generally well-known in the themed entertainment industry and therefore benefits from proven work history and customer referrals. To ensure that FCG maintains a proactive industry profile, FCG has a physical presence at key industry tradeshows and is an active participant in influential industry organizations such as the International Association of Amusement Parks and Attractions (IAAPA), the Themed Entertainment Association (TEA) and the Visual Effects Society (VES).
FCG also has a robust digital marketing presence, including a newly refreshed and visually rich website featuring imagery, company news, and examples of our design and media production as well as numerous case studies. This is complemented by targeted e-newsletters and blogs showcasing key project work and timely news. FCG has an established social media presence on channels including Facebook, Instagram, X, and YouTube, although the most successful channel given business-focused audience is its LinkedIn page, which has over 20,000 followers. FCG also produces an award-winning industry monthly podcast, Experience Imagination, that examines relevant topics in the themed entertainment industry to educate, inform and entertain listeners. Key guests include CEOs of influential industry organizations such as IAAPA and TEA. Marketing promotes the podcast through owned and earned channels.
Falcon’s Beyond Brands
FBB’s marketing program includes both B2B and business-to-consumer (“B2C”) approaches, integrating complementing messaging with FCG and FBD marketing efforts. Core focus is marketing Falcon’s Attractions brand with a growing presence on LinkedIn and YouTube to drive ride and attraction sales, technologies and services. On-going marketing efforts also include industry-related engagement such as trade shows and sponsorships as well as owned and earned channels.
Brand licensing and distribution are marketed via channels such as trade shows, summits, and publications. This marketing covers the licensing of proprietary IP for the distribution of our original linear content, the licensing of third-party brands, and sales of Falcon’s proprietary ride systems and technologies.
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Falcon’s Beyond Destinations
FBD’s marketing program is focused on supporting projects under development by establishing each program’s narratives and communication priorities. This involves key collaborations such as marketing strategic planning with joint ventures and licensed IP partners to align integrated marketing efforts. For FBD’s location‑based entertainment and destination projects development, our marketing team leads the efforts working with Company creative guardians to identify and frame the project narratives while developing brand assets and guidelines.
Sales
The Company’s sales strategies vary by business division and reflect differences in products, services, customer profiles, and commercialization models. FBD and certain parts of FBB business are in the development stage, and our sales efforts for these businesses are growth focused.
Falcon’s Creative Group
FCG generates revenue primarily through the provision of design, consulting, creative, and related professional services to third‑party customers and affiliated entities. FCG delivers its services pursuant to project‑specific agreements that define the scope of work, pricing structure, and commercial terms applicable to each engagement.
FCG’s revenue arrangements generally fall into several categories. Certain agreements are structured around defined scopes of work with payments tied to contractual milestones or deliverables. Other agreements provide for recurring revenue through flat monthly fees associated with ongoing services, advisory roles, or continuing support. In addition, depending on the nature and phase of a project, FCG may enter into time‑and‑materials‑based arrangements, particularly for advisory services, supplemental scopes, or short‑term engagements. Across these arrangements, FCG structures its engagements around agreed‑upon scopes, deliverables, or service parameters, with pricing mechanisms tailored to the requirements of each engagement.
In addition to third‑party customer engagements, FCG may generate revenue through cross‑divisional billing arrangements with other Falcon’s operating segments. These arrangements reflect the provision of creative, design, or professional services by FCG personnel in support of broader Falcon’s initiatives, and are governed by applicable intercompany agreements.
In connection with QIC’s Strategic Investment in FCG, QIC is provided priority access to FCG’s design and creative services for QIC‑sponsored projects. Services for QIC are provided pursuant to separate commercial agreements, and revenue is earned based on the specific contractual terms applicable to each engagement. FCG does not operate under a master services agreement, and as a result, the scope, pricing structure, and timing of revenue recognition may vary from agreement to agreement.
Falcon’s Beyond Brands
FBB conducts sales activities across multiple product and commercialization categories.
Through Falcon’s Attractions, FBB sells attraction systems, ride hardware, engineered entertainment technologies, and services related to theme park operators, location‑based entertainment venues, and destination developers worldwide. Sales efforts in this area are business‑to‑business and project‑driven, typically involving direct engagement with owners, developers, and operators, as well as participation in competitive procurement processes. Revenue is generated through system sales, engineering services, fabrication, integration, installation, and aftermarket support, depending on the scope of each engagement.
In addition, FBB’s entertainment franchise and IP activities may generate revenue through licensing arrangements, partnerships, and brand extensions across consumer products, digital platforms, and experiential formats. These arrangements are typically structured on a contractual basis and vary by franchise, territory, and commercialization channel.
Falcon’s Beyond Destinations
FBD sales activities are focused on securing development partners, operators, and commercial relationships for location‑based entertainment and destination projects. FBD’s sales efforts emphasize partnership development rather than direct consumer sales and may include negotiations for licensing, management agreements, joint ventures, or other collaborative structures. For projects that reach
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operation, revenue may be derived from a combination of management fees, licensing fees, revenue‑sharing arrangements, or equity participation, depending on the structure of each project.
Intellectual Property Research and Development
The Falcon’s business has a long history of originating and advancing entertainment intellectual property, attraction systems, destination concepts, and experiential technologies through sustained investment in research, development, and creative innovation. Over multiple decades, these efforts have contributed to the development of both proprietary technologies and original entertainment concepts, including assets protected by issued and pending patents. This foundation reflects the Company’s ongoing commitment to developing IP intended for long‑term application across experiences, products, and platforms.
Our proactive research and development activities are focused on originating and advancing proprietary technologies, systems, and content intended for application across the Company’s future experiences, products, and platforms. These research and development activities are undertaken to anticipate future market needs, enable new forms of immersive entertainment, and support the scalability and repeatability of the Company’s offerings across physical and digital environments. Our team develops various software, hardware, and systems that help to power our products, integrating product management, engineering, analytics, data science, and design. Much of our experiential IP has been developed and tested in-house at our Falcon’s X-Lab research and prototype facility in Orlando, Florida.
Elements of this portfolio are protected through issued patents, pending patent applications, trade secrets, copyrights, trademarks, and contractual protections, while other elements are retained as confidential know‑how and internal methodologies. We rely on a combination of patents, trademarks, copyrights, trade secrets, and registered domain names to protect our IP rights and our success relies in part on our ability to protect our IP rights and the IP that we create for our clients.
Our patents and patent applications cover our attraction systems and experiential technologies. As of December 31, 2025, we hold 142 patents and 64 pending applications for patents including patents for:
Our patents help us to protect our competitive advantage by preventing third parties from infringing our proprietary inventions. We recognize the value of our IP and vigorously defend our IP rights. However, despite our efforts to protect our IP, we may not be able to prevent third parties from developing similar technology or from infringing on our IP rights. Any infringement of our IP could harm our business. See Item 1A. Risk Factors – “Theft of our intellectual property, including unauthorized exhibition of our content, may decrease our licensing, franchising and programming revenue which may adversely affect our business and profitability.”
We rely on the IP laws of the United States and other relevant jurisdictions, as well as licensing agreements, confidentiality and non-disclosure agreements, and other contractual protections, to safeguard our IP assets. We have also entered into, and will continue to enter into, both in-bound and out-bound licensing agreements of IP rights.
Our on-boarding policy requires each of our employees to agree to enter into confidentiality undertakings and to agree that all inventions and discoveries that are conceived or made by such employee during their employment, which relate in any manner to Falcon’s current business or future business, are the sole property of Falcon’s. Additionally, independent contractors involved in the creation and/or development of IP for Falcon’s execute agreements that include confidentiality, work-for-hire, and IP assignment provisions providing that Falcon’s owns the results and/or deliverables created under such agreements. We also take reasonable steps to control and monitor access to our software, documentation, proprietary technology, and other confidential information.
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We continue to evaluate additional IP protections to the extent we believe they would be beneficial and cost-effective. We intend to vigorously defend our IP rights and our freedom to operate our business. Despite our efforts to protect our IP assets, our IP could be deemed invalid or unenforceable or otherwise challenged and therefore such efforts may be unsuccessful. See the section entitled “Risk Factors,” including “Risk Factors — Risks Related to Our Intellectual Property” for a description of the risks related to our intellectual property.
Customers and Concentration of Customer Risk
For the year ended December 31, 2025, the Company derived 45% of its total revenue through the provision of shared services, comprising of accounting, legal, human resources, information technology and other support services, to FCG. Also, in its first partial year of operations, Falcon’s Attractions generated 28% of Company revenue from product sales and services to a themed entertainment operator.
FCG derives a significant portion of its revenue from a limited number of large customers, reflecting the scale, duration, and complexity of the projects undertaken. Our FCG customers are often themed entertainment developers and operators, museums, zoos, aquariums, cruise lines, media producers, IP holders. Recent significant customers have been government‑backed or institutional developers of large‑scale entertainment, cultural, and destination developments. As a result, FCG’s revenue is subject to concentration risk associated with the timing, scope, and continuation of such projects.
For the year ended December 31, 2025, FCG had two significant customers, QIC and NMDC, which generated an aggregate of approximately 60% and 39% of FCG's revenues respectively.
As of March 27, 2026, we have 9 active agreements with QIC, each of which may be terminated at will by either FCG, after providing 14 days’ notice to QIC, upon a further notice of 42 days or QIC upon 14 days’ notice to FCG. Further, there are no cross-termination or cross-default provisions in these agreements, as they relate to discrete services or projects that are not dependent on each other.
In addition to QIC, NMDC, is a significant customer of FCG, with services provided pursuant to contractual arrangements that may span multiple phases of development and are subject to modification, delay, or termination based on project requirements, approvals, or changes in development schedules. The active agreement may be terminated for convenience by NMDC upon 30 days’ notice to FCG.
Because our work for QIC and NMDC is not subject to a master services agreement, our rights and obligations and our time to complete a specific task may vary from agreement to agreement. The terms and conditions and unilateral termination rights of each agreement is generally tailored to the specific project or services covered by the applicable agreement.
Government Regulations
Given that we operate in several industries and geographically diverse locations, our operations are subject to a variety of rules and regulations. Several non-U.S. and U.S. federal and state agencies regulate various aspects of our business. We are subject to applicable laws and regulations in the United States and other countries in which we operate, and the rules and regulations of various governing bodies, which may differ among jurisdictions, including, without limitation, with respect to export restrictions, economic sanctions, consumer protection and privacy, data usage, data integrity, cybersecurity, intellectual property, content requirements, trade restrictions, tariffs, taxation and anti-corruption. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as foreign, federal, state, and local administrative agencies. We may be required to incur costs to comply with these requirements, and the costs of compliance, investigation, remediation, litigation, and resolution of regulatory matters could be substantial. See the section entitled “Risk Factors,” including “Risk Factors — Risks Related to Regulatory, Tax, Legal and Compliance Matters” for a description of the risks related to the potential impact of government regulations.
Falcon’s Creative Group
FCG is subject to applicable federal and state regulation in the United States, including, without limitation, regulations relating to protection of intellectual property, such as copyright, patent, and trade secret and other propriety-rights laws and regulations. See “—Intellectual Property Research and Development” above for further information about how we use U.S. laws to protect our intellectual property rights. Our products available in international markets are also subject to applicable U.S. and non-U.S. laws and regulations. When FCG is contracted to integrate its products with overseas businesses, we are subject to the laws and regulations relating to, as applicable, temporary work authorizations or work permits, and other immigration matters of the countries where those businesses are located. These laws and regulations are continually evolving and are subject to change over time. See “Risk Factors – We are exposed to risks related to operating in the Kingdom of Saudi Arabia” for regulatory and legal risks with respect to our relationship with QIC, and see “Risk Factors – We operate in certain international regions that experience varying degrees of social, political, military, and economic instability. These conditions may include civil unrest, geopolitical tensions, armed conflicts, acts of terrorism, or other
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disruptions that could adversely affect our operations, supply chain, workforce, or the ability of customers and partners to conduct business with us. Any escalation of these risks in the countries where we operate could negatively impact our financial results, business continuity, and long term strategic objectives” for more information about general regulatory and legal risk.
Falcon’s Beyond Brands
FBB including its Falcon’s Attractions business, is subject to applicable laws and regulations of the United States and other jurisdictions in which it operates. These laws and regulations include, without limitation, those relating to the protection of intellectual property, data privacy and security, product safety, and commercial contracting. Falcon’s Attractions designs, manufactures, sells, and installs attraction systems, components, and related technologies for customers worldwide. As a result, FBB is subject to laws and regulations governing the manufacture, export, import, transportation, and installation of physical goods, including customs, trade, logistics, and cross‑border shipping requirements applicable to large‑scale equipment and materials. FBB conducts its international operations in compliance with applicable trade, customs, and regulatory requirements in the jurisdictions in which its products are manufactured, shipped, and installed. In connection with its partnerships with other brands, content creators, and licensors, FBB may also work alongside third‑party rights holders to support the protection and enforcement of intellectual property rights, where applicable. FBB designs, develops, and operates its products and services in compliance with the laws and regulations of the relevant jurisdictions.
Falcon’s Beyond Destinations
FBD and its joint venture entities and operations are subject to applicable environmental laws and regulations in the countries in which they operate hotels, theme parks, FCs or other properties, such as laws and regulations relating to water resources, discharges to air, water and land, the handling and disposal of solid and hazardous waste, and the cleanup of properties affected by regulated materials. Under these laws and regulations, should circumstances warrant, we may be required to investigate and clean up hazardous or toxic substances or chemical releases from current or formerly owned or operated facilities or to mitigate potential environmental risks. Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants. The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use, transfer or obtain financing with respect to our property. See the section entitled “Risk Factors,” including “Risk Factors — Risks Related to Regulatory, Tax, Legal and Compliance Matters — United States or international environmental laws and regulations may cause us to incur substantial costs or subject us to potential liabilities.”
At our hotel and theme park, Falcon’s, Meliá, our joint ventures, and third-party service providers collect, use and retain large volumes of guest data, including credit card numbers and other personally identifiable information, for business, marketing and other purposes. We also maintain personally identifiable information about our employees. As such, we are subject to applicable security and data privacy laws and regulations in the countries where we operate regarding protection against the risk of theft, loss or unauthorized or unlawful use of guest, employee or company data. For example, FBD is subject to the General Data Protection Regulation (“GDPR”). This EU law governing data privacy and protection applies to all our activities conducted from an establishment in the EU or related to certain of our products and services offered in the EU and imposes a range of compliance obligations regarding the handling of personal data.
In addition, our joint ventures are subject to other governmental regulations in the countries where they operate including, without limitation, labor, zoning and land use, minimum wage and health and safety regulations applicable to hotel, restaurant and theme park construction and operations.
Human Capital Management
The Company
Our key human capital management objectives are to attract, retain and develop the highest quality talent throughout our company. To support these objectives, we strive to provide our employees good working conditions and competitive pay, as well as a wide range of benefits programs to eligible employees. We continuously evaluate our benefits programs and policies to meet present and future employee needs and desires. These programs and policies are intended to ensure the well-being of our employees. Programs and policies applicable to our U.S. employees generally include, but are not limited to, access to medical, dental, life, short-term and long-term disability insurance benefits, a 401(k) and profit-sharing plan to assist employees in saving for their future and paid vacation and holidays.
At Falcon’s, culture is not just an incidental by-product of working together, it’s our way of life. We believe in integrity, inclusion, diversity, and fairness, as shown by the employee initiatives that we encourage and enforce:
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As of December 31, 2025, we had 243 full-time employees, of which 209 were based at our Orlando headquarters and 34 were based in the Philippines. None of our U.S. or Philippines-based employees are covered by collective bargaining agreements. This does not include employees of our joint venture entities, which are discussed below. In 2023, Falcon’s was awarded the Top Workplaces Orlando regional award by Orlando Sentinel for the second year in a row.
We consider our employees relations to be good.
Our Joint Ventures
Our Joint Venture with Meliá as of December 31, 2025, had approximately 9 year-round, full-time employees, of which all are based in Spain.
As of December 31, 2025, there were an additional 222 full-time and partial-time employees that work all or a part of the operating season of the given property.
All Spanish joint venture employees are subject to collective bargaining agreements governed by the Estatuto de los Trabajadores (the “Workers’ Statute”) of Spain. These agreements are reached after negotiations between unions, industry representatives, and public administrators. At the beginning of 2025, there was a 6% wage increase.
Insurance
The Company
We maintain insurance, excess coverage, or reinsurance for property and commercial general liability, personal and advertising injury, automobile liability, professional services liability, workers’ compensation, cybersecurity. and other coverage in amounts and on terms that our management believes are commercially reasonable and appropriate, based on our actual claims experience and expectations for future claims.
We also maintain insurance for our non-U.S. activities and operations including commercial general liability, automobile liability, employer’s liability, kidnap and ransom, and other coverage in amounts and on terms that our management believes are commercially reasonable and appropriate, based on our actual claims experience and expectations for future claims.
There can be no assurance that our insurance coverage will be adequate to cover all claims to which we may be exposed. See “Risk Factors – Our insurance may not be adequate to cover potential losses, liabilities and damages of our product divisions, the cost of insurance may continue to increase materially and we may not be able to secure insurance to cover all of our risks, all of which could have a material adverse effect on us.”
Meliá-Falcon’s Joint Venture Entities
Our joint venture entities maintain insurance for property, professional services liability, commercial general liability and other appropriate coverage in amounts and on terms that our management believes are commercially reasonable and appropriate for businesses operating in the tourism industry in the geographies in which we operate, based on Falcon’s, Meliá’s and the joint ventures entities’ actual claims experience and expectations for future claims. The joint venture entities also maintain general accident insurance and life insurance. This general liability insurance provides coverage for hotel and theme park employees’ death and incapacity, resulting from our operations. We believe these insurance policies are adequate for foreseeable losses and on terms and conditions that are reasonable and customary with solvent insurance carriers. In addition, the joint ventures maintain what we believe to be appropriate levels of insurance coverage in areas where there is a high probability of severe weather events or earthquakes.
The types and levels of coverage the joint ventures obtain may vary from time to time depending on their view of the likelihood of specific types and levels of loss in relation to the cost of obtaining coverage for such types and levels of loss and they may experience material losses that exceed, or are not covered by, their insurance.
We generally evaluate our insurance policies on an annual basis, which may involve renegotiation of terms as necessary. The majority of our current insurance policies were renewed during the first half of 2025. We cannot predict the level of the premiums that we may
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be required to pay for subsequent insurance coverage, the level of any retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.
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Item 1A. Risk Factors
You should carefully consider the following risk factors in addition to the other information included in this Annual Report, including matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements and Risk Factor Summary.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with our financial statements and notes to the financial statements included herein.
Business and Business Development Risks
We may not be able to sustain our growth, effectively manage our anticipated future growth, implement our business strategies or achieve the results we anticipate.
We have a limited operating history and have experienced substantial growth due, in large part, to the combination of Falcon’s Treehouse, LLC and its subsidiaries and Falcon’s Treehouse National, LLC with Katmandu Group, LLC and Fun Stuff, S.L. in April of 2021, the Business Combination with FAST Acquisition Corp. II in October 2023, which resulted in the Company becoming a public company with its securities traded on Nasdaq, the Strategic Investment by Qiddiya Investment Company (“QIC”), and the acquisition of OES assets in May 2025. However, recent growth rates may not be indicative of our future performance due to our limited operating history as a combined company and the rapid evolution of our business model. We may not be able to achieve similar results or accelerate growth at the same rate as we have organically or in connection with the completion of the Business Combination, and we may not achieve our expected results, all of which may have a material and adverse impact on our financial condition and results of operations.
Our growth and expansion have placed, and will continue to place, significant strain on our management and resources. This level of growth may not be sustainable or achievable in the future. We believe that our continued growth will depend on many factors, including our ability to develop new sources of revenue, diversify monetization methods including by direct to consumer offerings, vertically-integrated retail and third-party marketplaces, attract and retain creative contributors and business partners, increase customer engagement, continue developing innovative technologies, experiences and attractions in response to shifting demand in leisure and entertainment preferences, increase brand awareness and licensing, increase our expertise, expand into new markets, raise capital and continue to execute our legacy business.
Throughout 2025 and early 2026, we undertook a series of strategic and operational actions intended to align our business portfolio of equity method investments, capital deployment, and operating focus to align with our platform‑based strategy. Such actions include the expansion of FCG’s work with QIC and New Murabba Development Company (“NMDC”), and the disposition of the Sol Tenerife Hotel, the winding up of Karnival, and the termination of our license with The Hershey Company These actions reflect an emphasis on the continued growth of FCG and FBB, together with continued progress toward a more asset‑efficient operating approach within FBD.
We cannot assure you that we will have the personnel, expertise, or resources to sustain or manage our growth, or that our growth and expansion strategies will be attractive to our customers, and our failure to sustain or increase our growth may materially and adversely affect our business and results of operations.
The impairments of our intangible assets and equity method investment in our joint ventures have materially and adversely impacted our business and results of operations and may do so again in the future.
Under generally accepted accounting principles in the United States ("U.S. GAAP"), we review certain assets for impairment annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. Further, we review our equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. We recognize an impairment of an equity-method investment if the fair value of the investment as a whole, and not the underlying assets, has declined and the decline is other than temporary. The outcome of such testing previously has resulted in, and in the future could result in, impairments of our assets, including our property, plant, and equipment, intangible assets, goodwill and/or our equity method investment in our joint ventures.
Our Sierra Parima segment experienced losses in 2023 as a result of financial, operational, infrastructure challenges encountered at the Katmandu Park DR following its opening in March 2023. Sierra Parima performed an evaluation of its long-lived fixed assets in accordance with ASC 360 to determine whether their fair value is less than carrying value. As a result of this analysis, Sierra Parima recorded a fixed asset impairment of $46.7 million as of December 31, 2023. Based on the estimated sale or liquidation proceeds from Sierra Parima, and Sierra Parima’s outstanding debts remaining to be settled, the fair value of the Company’s investment in Sierra Parima was determined to be zero. The impairment is the result of management’s estimates and assumptions regarding the likelihood of certain outcomes related to various liquidation and sale scenarios and pending legal matters, the timing of which remains uncertain. These estimates were determined primarily using significant unobservable inputs (Level 3). The estimates that the Company makes with
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respect to its equity method investment are based upon assumptions that management believes are reasonable, and the impact of variations in these estimates or the underlying assumptions could be material. On May 30, 2025, the Company's investment in Sierra Parima was sold for nominal consideration and no gain or loss on the sale was recognized. For more information about the impairment charge with respect to Sierra Parima, see Note 6, “Investments and advances to equity method investments – Sierra Parima” to our audited consolidated financial statements contained in Item 8 of this Annual Report.
Further, the Tenerife Sale, which was completed on May 30, 2025, represented a significant change in circumstances that could impact the fair value of the Company’s remaining investment in PDP. The Company evaluated its remaining equity investment in PDP for impairment as of December 31, 2025 and determined that it was other-than-temporarily impaired. The Company estimated the fair value of its investment in PDP using the direct capitalization method of the income approach. The Company used the property's estimated net operating income, yearly growth rate, capital expenditure reserves and a capitalization rate as the primary significant unobservable inputs (Level 3). The estimated fair value is based upon assumptions that management believes are reasonable, and the impact of variations in these estimates or the underlying assumptions could be material. The fair value of the Company’s investment in PDP was determined to be $27.1 million. As of December 31, 2025, the Company recognized an other-than-temporary impairment charge of $5.3 million, which is recorded in share of gain (loss) from equity method investments in the consolidated statements of operations and comprehensive income. Note 6, “Investments and advances to equity method investments – PDP” to our audited consolidated financial statements contained in Item 8 of this Annual Report.
The Company has a 50% interest in Karnival, an unconsolidated joint venture. The Company and its joint venture partners have agreed to commence the liquidation process of the joint venture. The liquidation process of the joint venture represents a significant change in circumstances that could impact the fair value of the Company’s remaining investment in Karnival. Accordingly, the Company performed an impairment evaluation of its equity method investment in Karnival to determine whether the remaining carrying amount of the investment exceeds its fair value, and determined that, as of December 31, 2025, it was other-than-temporarily impaired. The Company estimated the fair value of its investment in Karnival using the liquidation value of cash and cash equivalents less estimated costs to liquidate valuation inputs (Level 2). The estimated fair value is based upon assumptions that management believes are reasonable, and the impact of variations in these estimates or the underlying assumptions could be material. The fair value of the Company’s investment in Karnival was determined to be $4.2 million. As of December 31, 2025, the Company recognized an other-than-temporary impairment charge of $3.0 million, which is recorded in share of gain (loss) from equity method investments in the consolidated statements of operations and comprehensive income.
The accounting estimates related to impairments are susceptible to change, including estimating fair value which requires considerable judgment. For goodwill, management’s estimate of a reporting unit’s future financial results is sensitive to changes in assumptions, such as changes in stock prices, weighted-average cost of capital, terminal growth rates and industry multiples. Similarly, cash flow estimates utilized for purposes of evaluating long-lived assets and equity method investments (such as in our PDP joint venture) require us to make projections and assumptions for many years into the future for pricing, demand, competition, operating costs, timing of operations, and other factors. We evaluate long-lived assets and equity method investments for impairment when events or changes in circumstances indicate, in management’s judgment, that the carrying value of such assets may not be recoverable (meaning, in the case of its equity method investment, that such investment has suffered other-than-temporary declines in value under ASC 323, Investments: Equity Method Investments and Joint Ventures). When a quantitative assessment is performed, we use estimates and assumptions in estimating our reporting units’, our long-lived assets’ and our equity method investment’s fair values that we believe are reasonable and appropriate at that time; however assumptions and estimates are inherently subject to significant business, economic, competitive and other risks that could materially affect the calculated fair values and the resulting conclusions regarding impairments, which could materially affect our results of operations and financial position.
We cannot guarantee that in future periods we will not be required to recognize additional impairment charges, whether in our other equity method investments, to the extent it is regained in the future, or other intangible assets, nor that we will be able to avoid a significant charge to earnings in our consolidated financial statements during the period in which an impairment is determined to exist. Impairments to our equity method investment in our PDP joint venture have materially and adversely affected our results of operations in the past, and could again in the future, as could reductions in the carrying value of any intangible assets or our other equity method investments.
Our current liquidity resources raise substantial doubt about our ability to continue as a going concern and holders of our securities could suffer a total loss of their investment.
For the year ended December 31, 2025, we incurred a loss from operations of $13.4 million and negative cash flows from operating activities of $26.0 million. Management has concluded, and the reports of our auditors included in this Annual Report reflect, that there is substantial doubt about our ability to continue as a going concern. Since our inception, we have funded our operations primarily through financing transactions such as related party and third-party loans and the Strategic Investment and have incurred recurring net losses and negative cash flows. We will require additional capital in order to fund currently anticipated expenditures and to meet our obligations as they come due. See “—We will require additional capital, which additional financing may result in restrictions on our
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operations or substantial dilution to our stockholders, to support the growth of our business, and this capital might not be available on acceptable terms, if at all” below for additional information related to the risks of obtaining additional capital.
Substantial doubt exists about our ability to continue as a going concern. The reaction of investors to the inclusion of a going concern statement by management and our auditors and our potential inability to continue as a going concern may materially adversely affect the price of our publicly traded securities and our ability to raise new capital or enter into partnerships or strategic collaborations. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of their investment. Further, the perception that we may be unable to continue as a going concern may impede our ability to pursue strategic opportunities or operate our business due to concerns regarding our ability to fulfill our contractual obligations. In addition, if there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, or at all.
We will continue efforts to remedy the conditions or events that raise this substantial doubt, however, as some components of these plans are outside of management’s control, we cannot offer any assurances they will be effectively implemented. We also cannot offer any assurance that any additional financing will be available on acceptable terms or at all. Our consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realization of assets and the settlement of liabilities in the ordinary course of business.
We will require additional capital, which additional financing may result in restrictions on our operations or substantial dilution to our stockholders, to support the growth of our business, and this capital might not be available on acceptable terms, if at all.
We have funded our operations since inception primarily through financing transactions such as related party and third-party loans and the Strategic Investment. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We incurred a loss from operations of $13.4 million for the year ended December 31, 2025, had an accumulated deficit attributable to common stockholders of $44.6 million as of December 31, 2025, and had negative cash flows from operating activities of $26.0 million for the year ended December 31, 2025. We intend to continue to make investments to support our business, which may require us to engage in equity or debt financings to secure additional funds. In addition, as of December 31, 2025, the Company has accrued material amounts of expenses in relation to its external advisors, accountants and legal costs. As of December 31, 2025, the Company had a working capital deficiency of $(18.1) million including $0.6 million debt that matured on May 16, 2025 and debt coming due of $2.6 million in the next 12 months. The Company does not currently have sufficient cash or liquidity to pay liabilities that are owed or are maturing at this time and the ability to do so in the future is contingent upon securing additional financing or capital raises.
Additional financing may not be available on terms favorable to us, if at all, or the cost of additional financing may be exceedingly high. In particular, ongoing conflicts in the Middle East, including hostilities with Iran, and the war between Russia and Ukraine have caused disruption in the global financial markets, which may reduce our ability to access capital and negatively affect our liquidity in the future. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities or to implement our strategy, which could harm our business, operating results, and financial condition. If we incur additional debt, the debt holders would have rights senior to holders of Common Stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay future dividends to holders of our Common Stock. If we undertake financing by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, preferred stock, convertible securities or other equity securities in one or more transactions at a price per share that is less than the price per share paid by current stockholders. If we sell common stock, preferred stock, convertible securities, or other equity securities in more than one transaction, stockholders may be further diluted by subsequent sales. Additionally, future equity financings may result in new investors receiving rights superior to our existing stockholders. Because our decision to issue securities in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of our Common Stock and diluting their interests.
Following the closure of Katmandu Park DR and the Tenerife Sale, and the commencement of liquidation of our Karnival joint venture, our FBD business is in transition, and the repositioning and rebranding of FBD projects will be subject to timing, budgeting and other risks which could have a material adverse effect on us. In addition, the ongoing need for capital expenditures to develop our FBD business could have a material adverse effect on us, including our financial condition, liquidity and results of operations.
In our FBD business, we may encounter difficulties in adapting our asset-efficient strategy or in developing and maintaining effective joint partnerships with our existing JV partner, Meliá, and/or with new joint venture partnerships. We expect our asset-efficient strategy to reduce our capital expenditures by harnessing the strengths and resources of current and future strategic partners, allowing us to focus on our core competencies of bringing incredible experiences to people. However, we may not be able to execute on such strategy effectively. For example, we may not be able to negotiate agreements with our existing joint venture partners or with new joint venture
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partners on terms that are acceptable to us or at all, and our ability to successfully operate an asset-efficient model exposes us to different risks than we face with an asset-heavy model, as we will be increasingly subject to the risks inherent in third-party infrastructure over which we would have limited control. Further, our efforts to reduce our existing capital expenditures may not be successful. For example, while we believe the closure of Katmandu Park DR to visitors was in the best interest of the Sierra Parima joint venture with Meliá because the closure eliminates potential ongoing operational losses at the Katmandu Park DR, and while we believe the Tenerife Sale and commencement of liquidation of our Karnival joint venture were each similarly in our best interests, there may be unexpected consequences of such closure, sale and liquidation that negatively impact our business or that of our joint venture partner, whereby such unexpected consequences could be the basis for a dispute with our joint venture partner.
Further, even with an asset-efficient business model, our FBD business may still be subject to traditional risks associated with resort and theme park development, acquisition, expansion, repositioning and rebranding, including, among others:
In addition, in the future, certain of our construction timelines may be lengthened and/or require increased development costs due to competition for skilled construction labor and employees with relevant technical expertise, disruption in the supply chain for materials, increased costs for raw materials and supplies, labor relations and construction practices in foreign markets, rising inflation, ongoing conflicts in the Middle East, including hostilities with Iran, and the war between Russia and Ukraine; and these circumstances could continue or worsen in the future. As a result of the foregoing, we cannot assure you that any of our development, acquisition, expansion, repositioning and rebranding projects will be completed on time or within budget or that the ultimate rates of investment return will be as we forecasted at the time the project was commenced. If we are unable to complete a project on time or within budget, the resort and/or theme park’s projected operating results may be adversely affected, which could have a material adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects.
The FBD properties, including the hotel and theme park owned and operated by our PDP joint venture with Meliá, also have an ongoing need for renovations, rebranding and other capital improvements and expenditures, including to replace furniture, fixtures and equipment from time to time as the need arises. While we believe the closure of Katmandu Park DR to visitors, the Tenerife Sale, and the commencement of liquidation of Karnival should help reduce our ongoing capital expenditures, we still have assets through our PDP joint venture, including a hotel and theme park in Mallorca, Spain.
In addition, because a principal competitive factor for a theme park or other attraction is the uniqueness and perceived quality of its rides and experiential technologies, we must make significant up-front and continued capital investments, from the initial construction of the theme parks through maintenance and potentially the addition of new rides, attractions and technologies. These up-front and continued capital investments may not ever result in net income.
In addition to liquidity risks, these capital expenditures may result in declines in revenues while hotels and parks are in initial construction, while rooms, restaurants, rides or attractions are out of service for rebranding or maintenance, and while areas of our properties are closed due to capital improvement projects. We expect our costs will increase over time, and our losses may continue, as we expect to continue to invest additional funds in expanding our business and sales and marketing activities. We also expect to incur
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additional general and administrative expenses as a result of our growth and expect our costs to continue increase to support our operations as a public company. Historically, our costs have increased over the years due to these factors, and we expect to continue to incur increasing costs to support our anticipated future growth. For example, following the opening of our Katmandu Park DR in March 2023, we experienced various financial, operational, and infrastructure challenges that led to lower than planned open days and attendance at the park. As a result, in March 2024, we closed Katmandu Park DR to visitors. For more information about the closure of the Katmandu Park DR, see Note 8, “Investments and advances to equity method investments – Sierra Parima” to our audited consolidated financial statements contained in Item 8 of this Annual Report.
The costs of capital improvements, expenditures or any of the above noted factors, or if we are unable to generate adequate revenue growth and manage our expenses, could have a material adverse effect on us, including our financial condition, liquidity and results of operations. There is also a risk that our estimates of the cost of such capital improvements will not be accurate, causing us to seek additional financing and creating construction delays. In addition, any construction delays or ride downtime can adversely affect attendance at our hotels, theme parks and other interactive attractions and our ability to realize revenue growth.
Our growth plans in FCG may take longer than anticipated or may not be successful.
Developing FCG requires ongoing investment in personnel and infrastructure. In 2024, we acquired and moved into a larger building in Orlando to meet the space requirement for our continued growth. Our growth plans for FCG place significant demands on our management and operating personnel, and we may not be able to hire, train, and retain the appropriate personnel to manage and grow these services. Depending upon the timing and level of revenues generated from FCG, including through the Consultancy Services Agreement with QIC and other initiatives, the related results of operations and cash flows we anticipate from FCG may not be achieved. If we are unable to manage our growth effectively, our business, results of operations, and financial condition may be adversely affected.
Our ability to execute on our strategy and business model is dependent on the quality of our services, and our failure to offer high quality services could have a material adverse effect on its sales and results of operations.
FCG provides creative and advisory services including destination strategy, master planning, experiential and attraction design, digital media, interactive software, IP development, and creative guardianship for entertainment and hospitality destinations. FBB encompasses a broad portfolio of intellectual property, proprietary technologies, and operating businesses that design, engineer, commercialize, and deploy entertainment systems, products, content, and experiences across physical and digital environments. FBD develops, owns, operates, and expands entertainment venues, hospitality experiences, and branded destination concepts across a variety of location-based formats, utilizing proprietary and third-party intellectual property. As such, increasingly, our intellectual property and technologies will be deployed in large-scale, complex technology environments, and we believe our future success will depend on our ability to provide our customers with a comprehensive solution to their experiential entertainment needs, and to increase sales of our intellectual property and technologies.
FCG’s ability to provide effective ongoing services, or to provide such services in a timely, efficient, or scalable manner, may depend in part on its customers’ environments and their abilities to effectively integrate FCG’s technologies in their existing facilities. In addition, FCG’s ability to provide effective services is largely dependent on our ability to attract, train, and retain qualified personnel, independent contractors and subcontractors, with experience in supporting customers in the use of tools and technologies such as ours. As the number of FCG’s customers or projects grows, that growth may put additional pressure on FCG’s services teams, and FCG may be unable to respond quickly enough to accommodate short-term increases in customer demand for its services. FCG may also be unable to modify the future scope and delivery of its services to compete with changes in the services provided by its competitors. Increased customer demand for support, without corresponding revenue, could increase costs and negatively affect our business and results of operations. In addition, as FCG continues to grow its operations and expand its global customer base, FCG needs to be able to provide efficient services that meet its customers’ needs globally at scale, and its services teams may face additional challenges, including those associated with operating the platforms and delivering support, training, and documentation in languages other than English and providing services across expanded time-zones. If FCG is unable to provide efficient services globally at scale, our ability to grow FCG’s operations may be harmed, and FCG may need to hire additional services personnel, which could negatively impact our business, financial condition, and results of operations.
FCG’s customers typically need training in the proper use of our technologies. If FCG does not effectively deploy our technologies, if we fail to update or upgrade our technologies, or if FCG fails to help customers quickly resolve post-deployment issues and provide effective ongoing services, our ability to sell additional intellectual property, technologies and services to existing customers could be adversely affected, we may face negative publicity, and our reputation with potential customers could be damaged. As a result, FCG’s failure to maintain high quality services may have a material adverse effect on our business, financial condition, results of operations, and growth prospects.
Further, FBB’s ability to provide effective services and execute on its business strategy depends upon its ability to effectively deploy our and third-party brands’ intellectual property across multiple media and experiential channels. This means that FBB’s success depends
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disproportionately on its ability to successfully develop proprietary and third-party brands across disparate consumer bases, technologies and geographies and to maintain and extend the reach and relevance of these brands to global consumers in a wide array of markets. This strategy will require us to acquire, build, invest in and develop our competencies in disparate areas, which will require significant effort, time and money, with no assurance of success. The success of FBB also requires significant alignment and integration among our business divisions and between FBB and third-party brands. If FBB is unable to successfully develop, maintain and expand key proprietary and third-party brands as planned, our business performance could suffer. Further, if the consumer market does not broadly adopt our intellectual property, FBB would be impacted and we would be unable to implement our current business strategy.
Anticipated synergies across our three business lines may not create the diversified revenue streams that we believe they will.
We may encounter difficulties in developing and maintaining mutually beneficial and synergistic relationships among our three business divisions. While we believe that the FBD, FCG, and FBB businesses mutually reinforce each other in a variety of ways, achieving such anticipated benefits and synergies is subject to a number of uncertainties. It is possible that operations across three distinct business lines may result in higher than anticipated costs and lower than anticipated revenue and/or decreases in the amount of expected net income, all of which would adversely affect our business, financial condition, and operating results.
A significant portion of FCG’s and our revenue is derived from two large clients of FCG and any loss of, or decrease in services to, those clients could harm FCG’s and our results of operations.
A limited number of industry customers have contributed a significant portion of FCG’s and our revenues in the past and are projected to do so in the future. In particular, FCG had two major customers in 2025 and one major customer in 2024. For the year ended December 31, 2025, 60% and 39% of FCG's revenue came from QIC and NMDC. For the year ended December 31, 2024, 99% of FCG's revenue came from QIC. We are likely to continue to experience ongoing customer concentration. It is possible that revenue from QIC may not reach or exceed historical levels in any future period. Each of the agreements that we have entered into with QIC contains the scope of services and completion milestone requirements applicable to each particular entertainment asset or services to which the agreement relates. Because our work for QIC is not subject to a master services agreement, our and QIC’s rights and obligations and our time to complete a specific task may vary from agreement to agreement and the terms and conditions of each agreement is generally tailored to the specific project or services covered by the applicable agreement. In some instances, QIC may have a contractual obligation under separate agreements with unaffiliated third-party intellectual owners to obtain approval of our work prior to acceptance of our work whereby we are not in privity of contract with such third-party intellectual property owners. As of March 30, 2026, we have 9 active agreements with QIC, each of which may be terminated at will by either FCG, after providing 14 days’ notice to QIC, upon a further notice of 42 days or QIC upon 14 days’ notice to FCG. Further, there are no cross-termination or cross-default provisions in these agreements, as they relate to discrete services or projects that are not dependent on each other. Although we believe that we have a strong relationship with QIC, if QIC moves their business elsewhere it would have an adverse effect on our profitability, particularly the profitability of FCG.
Following the completion of the Strategic Investment, the Company, Falcon’s Opco and FCG LLC are subject to contractual restrictions that may affect our ability to access the public markets and expand our business.
In connection with the Strategic Investment, Falcon’s Opco, FCG LLC and QIC entered into a third amended and restated limited liability company agreement of FCG LLC, on September 4, 2023 (as amended, the “FCG A&R LLCA”), which grants certain consent, preemptive and priority rights to QIC with respect to FCG LLC and its subsidiaries, and in some instances, the Company and Falcon’s Opco. The FCG A&R LLCA was amended on March 18, 2024 to provide QIC with additional consent rights over incentive bonuses.
Under the FCG A&R LLCA, for so long as QIC holds at least 25% of the preferred units in FCG LLC it subscribed for in connection with the Strategic Investment:
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QIC, as the holder of the preferred units, has priority with respect to any distributions by FCG LLC, to the extent there is cash available. Under the FCG A&R LLCA, such distributions are payable (i) first, to the holders of preferred units until the holders’ Preferred Return (as defined below) is reduced to zero, (ii) second, to the holders of preferred units until the Investment Amount (as defined below) is reduced to zero, (iii) third, to the holders of common units until each holder, with respect to each common unit owned by each such holder, has received an amount equal to the amount paid to the holders of preferred units, with respect to each preferred unit owned by each such holder, and (iv) fourth, to the holders of preferred units and common units on a pro-rata basis. Furthermore, without the prior written consent of QIC, until after the five-year anniversary of the Strategic Investment, (i) FCG LLC may not make any distributions (except for tax distributions) to any member and (ii) FCG LLC will reinvest all of its available cash to support the growth and capacity of FCG LLC and its subsidiaries for any projects, products and purchase orders submitted by QIC to FCG LLC and its subsidiaries. “Preferred Return” means an amount necessary to result in a rate of return of 9% per annum, compounding annually on the outstanding preferred units’ Investment Amount and accruing from the date of the agreement, as adjusted from time to time to take into account any distribution, return of capital or other payments; and “Investment Amount” means the initial investment amount of $30,000,000, as reduced from time to time to take into account any distributions, redemptions, return of capital or other permitted payments (other than distributions pursuant to the Preferred Return). These limitations in the use of available cash restrict FCG LLC’s ability to distribute cash to Falcon’s Opco and, in turn, Falcon Opco’s ability to distribute cash to the Company, which could have an adverse impact on the Company’s ability to pay dividends to its shareholders.
The FCG A&R LLCA also provides for preemptive rights for the benefit of Falcon’s Opco and QIC with respect to any issuance of any unit or other equity interest of, and options, warrants, or other convertible securities exercisable for or convertible into units of, FCG LLC or its subsidiaries, subject to customary exceptions, including, among others, issuances of such securities (1) pursuant to an equity incentive plan, reorganization, recapitalization or similar transaction, or an acquisition approved by the board of managers of FCG LLC, or (2) in connection with any equity split, reverse equity split, dividend or distribution or equivalent action by FCG LLC, or upon the exercise or conversion or exchange of options, warrants or other convertible or exchangeable securities, (together, the “excluded securities”). In addition, QIC also has the right to purchase its pro-rata share of any equity securities issued by Falcon’s Opco, the Company or any other FCG LLC parent entity, other than securities issued (1) pursuant to an equity incentive plan, reorganization, recapitalization or similar transaction, or an acquisition approved by the Board, (2) in connection with any equity split, reverse equity split, dividend or distribution or equivalent action by Falcon’s Opco, the Company or any other FCG LLC parent entity, or upon the exercise or conversion or exchange of options, warrants or other convertible or exchangeable securities of FCG LLC, (3) pursuant to
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broadly distributed underwritten public offerings, “at the market” offering or a “block trade”, (4) to banks, equipment lessors, financial institutions, or real property lessors pursuant to a debt financing, equipment leasing or real property leasing agreement approved by the board of managers, or to suppliers or third-party service providers in connection with the provision of goods or services, or to strategic partners pursuant to transactions approved by the Board, (5) pursuant to a business combination transaction with a special purpose acquisition company, and (6) securities of Falcon’s Opco issued by Falcon’s Opco to the Company (together, the “FCG parent entity excluded securities”). These preemptive rights may limit our ability to raise money through a PIPE or other private transaction.
QIC may have interests that conflict with our interests and may exercise the consent and QIC Priority Commitment rights described above in ways that could materially restrict the current and future operations of our FCG division or delay, defer or prevent the expansion of our FBD and FBB divisions. Further, the QIC Priority Commitment may mean that we may not be able to pursue other projects and business because of FCG LLC’s and the Company’s requirement to prioritize QIC work. Additionally, QIC’s distribution, consent and preemptive rights may limit our ability to access cash to develop our business and to raise capital privately or in the public markets, which may make it more difficult for us to execute our business strategy, invest in the growth of our FBD and FBB divisions and compete with companies that are not subject to such restrictions.
QIC has board designation rights in certain circumstances, which could limit public shareholders’ ability to influence the election of Falcon’s Board and Falcon’s governance.
In connection with the Strategic Investment, the FCG A&R LLCA provides QIC with board designation rights at the Falcon’s Board level in certain limited circumstances. For so long as QIC owns at least 25% of the preferred units it owned as of the effective date of the FCG A&R LLCA, if Scott Demerau, Cecil D. Magpuri and Infinite Acquisitions, collectively, cease to hold of record or beneficially at least 35% of the equity securities or voting power of Falcon’s, calculated on a fully diluted basis (a “Pubco Board Right Trigger Event”), then, no later than 30 days after such occurrence, Falcon’s Opco is required to take all action necessary under the governing documents of Falcon’s and applicable law to provide QIC the right to nominate two directors to the board of directors of Falcon’s (the “Pubco Board Right”). In the event that the Pubco Board Right is not permissible under applicable law or the rules of the principal national securities exchange on which Falcon’s is listed, Falcon’s Opco is required to use reasonable best efforts to obtain all necessary approvals and satisfy other requirements under such laws and rules to provide the Pubco Board Right and, if despite using such reasonable best efforts, such laws or rules prohibit the provision of the Pubco Board Right, then Falcon’s Opco must reasonably cooperate with QIC to provide QIC with alternative rights that comply with such law and rules and that are as comparable to the Pubco Board Right as may be reasonably practicable. Following a Pubco Board Right Trigger Event, at QIC’s request, Falcon’s Opco will cause Falcon’s to enter into a stockholders or similar agreement with QIC on customary terms memorializing QIC’s nomination right.
As a result of the Pubco Board Right, if it is permissible under applicable law or stock exchange rules, QIC would have the right to nominate two out of the seven members of Falcon’s Board. Such right, together with the QIC Priority Commitment and QIC’s consent rights described in the preceding risk factor, would have the effect of strengthening QIC’s control over our business.
Our development of new sources of revenue depends on development activities that expose us to project cost and completion risks.
Our development of new sources of revenue depends on development activities that expose us to project cost and completion risks, including:
FCG and its clients also source supplies and materials from third parties that are exposed to such risks, and the occurrence of any of these risks with respect to those third parties could have a material adverse effect on FCG’s and its client’s access to the supplies and
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materials sourced from these third parties. In addition, ongoing conflicts in the Middle East, including hostilities with Iran, and the war between Russia and Ukraine may significantly amplify already existing disruptions to clients and supply-chains and logistics.
We are subject to numerous other risks associated with acquisitions, dispositions, business combinations, or joint ventures.
As part of our growth strategy, we regularly engage in discussions with respect to possible acquisitions, dispositions, sale of assets and equity, business combinations, and joint ventures intended to complement or expand our business, or to align our business with our strategy, some of which may be significant transactions for us. Regardless of whether we consummate any such transaction, the negotiation of a potential transaction could require us to incur significant costs, including as a result of professional fees and due diligence efforts, and cause diversion of management’s time and resources. In addition, we may be unable to identify suitable acquisition or strategic investment opportunities, or may be unable to obtain any required financing or regulatory approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at all. We may decide to pursue acquisitions with which our investors may not agree and we cannot assure investors that any acquisition or investment will be successful or otherwise provide a favorable return on investment. In addition, acquisitions and the integration thereof require significant time and resources and place significant demands on our management, as well as on our operational and financial infrastructure. If we fail to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these acquisitions into our company, our business could be seriously harmed. In addition, acquisitions may expose us to operational challenges and risks, including:
Our acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close transactions. Issuing securities to fund an acquisition would cause dilution to existing shareholders. If we develop a reputation for being a difficult acquirer or target companies view our shares unfavorably, we may be unable to consummate key acquisition transactions essential to our corporate strategy and our business may be seriously harmed.
In addition, integrating any business that we acquire may be distracting to our management and disruptive to our business and may result in significant costs to us. We could face several challenges in the consolidation and integration of information technology, accounting systems, personnel and operations. Any such transaction could also result in impairment of goodwill and other intangibles, development write-offs and other related expenses. Any of the foregoing could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
We operate in certain international regions that experience varying degrees of social, political, military, and economic instability. These conditions may include civil unrest, geopolitical tensions, armed conflicts, acts of terrorism, or other disruptions that could adversely affect our operations, supply chain, workforce, or the ability of customers and partners to conduct business with us. Any escalation of these risks in the countries where we operate could negatively impact our financial results, business continuity, and long term strategic objectives.
Our FCG division is frequently contracted by international customers to provide its master planning and design services in locations outside the United States. For example, we have been contracted to provide full service master planning for five theme park projects, as well as the potential additional expansion work, for third-party clients in the Kingdom of Saudi Arabia and we are a 50% shareholder in PDP, which owns and operates the Sol Katmandu Park & Resort in Mallorca, Spain. These joint ventures and other direct and indirect international operations expose us to certain challenges and risks, many of which are outside of our control, and which could materially reduce our revenues or profits, materially increase our costs, result in significant liabilities or sanctions, significantly disrupt our businesses, or significantly damage our reputation. These challenges and risks include: (1) compliance with complex and changing laws, regulations, and government policies, including sanctions (such as economic sanctions administered by the U.S. Treasury Department’s
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Office of Foreign Assets Control, which prohibit certain activities and transactions involving U.S. sanctioned countries and persons), that could have a material negative impact on our operations (and in the case U.S. sanctions, result in criminal or civil liability where violated), harm our ability to pursue creative and development opportunities, cause reputational damage, or otherwise affect us; (2) the difficulties involved in jointly managing an organization doing business in different countries; (3) uncertainties regarding the interpretation of local laws and the enforceability of contract and intellectual property rights under local laws; (4) rapid changes in government policy, political or civil unrest, acts of terrorism, war, pandemics or other health emergencies, border control measures or other travel restrictions, or the threat of international boycotts or U.S. anti-boycott legislation; and (5) monitoring fluctuations in foreign currency exchange rates.
We are exposed to risks related to operating in the Kingdom of Saudi Arabia.
A significant portion of FCG’s planned theme park projects are concentrated in the Kingdom of Saudi Arabia. FCG is supporting the creative development of multiple entertainment experiences within Qiddiya City, a planned tourism destination in Saudi Arabia, including master planning a water theme park, supporting the development for a gaming and esports district, and acting as the master planner, attraction designer and creative guardian of the first-ever Dragon Ball theme park. We have collaborated with QIC over the past six years and we expect this collaboration to continue. FCG is also acting as Creative and Content Advisor for The Mukaab, the central landmark of the New Murabba downtown development in Riyadh.
Risks inherent in operating in the Kingdom of Saudi Arabia include:
Operating in the Kingdom of Saudi Arabia requires significant management attention and resources. The occurrence of any of these risks may be burdensome and could have a material adverse effect on our business, financial position, results of operations and reputation.
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Changes in foreign trade policies and tariff structures, as well as the potential impacts of legal challenges related to such policies, could adversely affect our business, financial condition, and results of operations.
Certain aspects of our business involve cross‑border sourcing, technology deployment, and international development partnerships. Changes in trade policies, including tariffs or other restrictions, could increase costs, delay development timelines, disrupt supply chains, or limit market access. For example, Falcon's Attractions operations may import parts, components, ad materials used in product sales. Volatile trade policy could also reduce margins, disrupt production schedules, or require pricing adjustments that may not be fully recoverable. Uncertainty arising from the evolving application or enforcement of such measures may impair our ability to plan and execute projects efficiently and the imposition of certain foreign trade policies could adversely affect our business, financial condition, and results of operations.
Damage to our reputation or brands may negatively impact our company.
Our reputation and brands are integral to the success of our businesses. Because our brands engage consumers across our businesses, damage to our reputation or brands in one business may have an impact on our other businesses. Because some of our brands are recognized internationally, brand damage may not be locally contained. In addition, our hotels in Tenerife and Mallorca are co-branded with Meliá hotels.
Maintenance of the reputation of our Company and brands depends on many factors, including the quality of our offerings, maintenance of trust with our customers and our ability to successfully innovate. Significant negative claims or publicity regarding the Company or its operations, products, management, employees, practices, business partners, business decisions, social responsibility and culture may damage our brands or reputation, even if such claims are untrue. Damage to our reputation or brands could impact our sales, business opportunities, profitability, and ability to recruit high quality employees.
Our indebtedness and liabilities could limit the cash flow available for our operations, which may adversely affect our financial condition and future financial results. The principal, premium, if any, and interest payment obligations of such debt may restrict our future operations and impair our ability to invest in our businesses.
Our current indebtedness, and our future levels of indebtedness, may adversely affect our financial condition and financial results. For instance, higher levels of indebtedness could:
Our ability to service any future financial obligations will depend on our ability to generate significant cash flow from operations, which is partially subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control, and we cannot assure you that our business will generate cash flow from operations, or that we will be able to complete any necessary financings or refinancings, in amounts sufficient to enable us to fund our operations, engage in acquisitions, capital improvements or other development activities, pay our debts and other obligations and fund our other liquidity needs. If we incur significant additional indebtedness and we are not able to generate sufficient cash flow from operations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. Additional debt or equity financing may not be available in sufficient amounts, at times or on terms acceptable to us, or at all, and any additional debt financing we do obtain may significantly increase our leverage on unfavorable terms. If we are unable to implement one or more of these alternatives, we may not be able to service such future debt or other obligations, which could result in us being in default thereon, in which case our lenders could cease making loans to us, lenders or other holders of our debt could accelerate and declare due all outstanding obligations under the respective agreements and secured lenders could foreclose on their collateral, any of which could have a material adverse effect on us.
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The growth of our business depends upon our ability to source projects with new and existing customers and take such projects to completion.
Our FCG business depends in large part on our ability to secure the projects contemplated by the service agreements with our existing customers. Our services agreements typically require us to submit bids and proposals for all scopes of work that are contemplated under such service agreement. Winning a bid on a certain portion of a project does not guarantee that we will be awarded all scopes of work contemplated by the service agreement. Bids, contract proposals and negotiations are complex and frequently involve lengthy discussions and challenging selection processes, all of which are affected by a number of factors. These factors include market conditions, us being successful in demonstrating to our customers that our services work for them, satisfying technical and economic requirements and securing financing arrangements. In addition, our projects are frequently awarded only after competitive bidding processes, which are often protracted. In the event that we are unable to secure contracts covering a substantial majority of the contemplated scope of work in our existing service agreements, our business, results of operations and financial condition could be materially impacted.
We may expand into new lines of business in our FBB division and may face risks associated with such expansion.
Our future growth will, in part, depend on our ability to expand FBB into new business lines as we seek to utilize our proprietary and third-party brands in consumer markets, such as film and video, music, licensing and merchandising and gaming, in which we have no or limited direct prior experience. The new business lines that we pursue for FBB may not perform as well as expected, may not achieve profitability, may incur significant or unexpected time and expense, and may expose us to additional liability, which may result in financial or reputational harm to our or third-party brands. Such expansion activities may involve some or all of the following risks: the risk of entering business lines or products in domestic or foreign markets, in which we have little or no experience; the difficulty of competing for growth opportunities with companies having materially greater financial resources than us; the inability to realize anticipated synergies or other expected benefits; the difficulty of integrating new or acquired operations and personnel into our existing operations, while maintaining our culture; the potential disruption of ongoing operations; and the diversion of financial resources or management attention to new operations or lines of business. The expansion into new lines of business might be required for us to remain competitive, but we may not be able to complete any such expansions on favorable terms or obtain financing, if necessary. Future expansions may not improve our competitive position and business prospects as anticipated, and if they do not, our business, results of operations and financial condition could be materially impacted.
Risks Related to our Joint Ventures
The failure to satisfy the requirements imposed by our joint venture partners and disagreements with our joint venture partners could have a material adverse effect on us.
Under the terms of our joint venture agreements with Meliá, and any joint venture agreements we may enter with future joint venture partners, we may be required to contribute certain funds and assets to our joint venture entities, obtain or provide certain permits, licenses or other authorizations, provide certain fiscal indemnification to our joint venture entities and meet various other terms and conditions. If we fail to comply with the terms and conditions of the applicable joint venture agreement, we may incur liabilities to our joint venture partners under the applicable joint venture agreement. In that situation, the damages we would be subject to would be quantified either by the applicable courts or, in the case that we are required to transfer our shares in the joint ventures to the non-breaching counterparties, by third-party valuation firms. In addition, our joint venture partners, as well as any future partners, may have interests that are different from our interests that may result in conflicting views as to the conduct of the business or future direction of the joint venture. In the event that we have a disagreement with a joint venture partner with respect to a particular issue to come before the joint venture, or as to the management or conduct of the business of the joint venture, we may not be able to resolve such disagreement in our favor. Any such disagreement could have a material adverse effect on our interest in the joint venture, the business of the joint venture or our relationship with such joint venture partner.
We have entered and expect to continue to enter into joint venture, strategic collaborations, teaming and other business arrangements, and these activities involve risks and uncertainties. A failure of any such relationship could have a material adverse effect on our business and results of operations.
We have entered into, and expect to continue to enter into, significant joint venture, strategic collaboration, teaming and other arrangements, including our FBD joint ventures with Meliá and our FBB collaborations with certain brands featured on PBS Kids. These activities involve risks and uncertainties, including the risk of a joint venture partner or other party to a business arrangement failing to satisfy its obligations, which may result in certain liabilities to us for any related commitments, the uncertainty created by challenges in achieving strategic objectives and expected benefits of the business arrangement, the risk of conflicts arising between us and the other parties to our business collaborations and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements. In addition, in these joint ventures, strategic collaborations and alliances, we may have certain overlapping control with our joint venture or brand partners over the operation of the assets, businesses or brands. As a
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result, such joint ventures, strategic collaborations and alliances may involve risks such as the possibility that a counterparty in a business arrangement might become bankrupt, be unable to meet its contractual obligations, have economic or business interests or goals that are inconsistent with our business interests or goals, or take actions that are contrary to our instructions or to applicable laws and regulations. In addition, we may be unable to take action without the approval of our business partners, or our partners could take binding actions without our consent. Consequently, actions by a partner or other third-party could expose us to claims for damages, financial penalties, and reputational harm, any of which could have an adverse effect on our business, financial condition, and results of operations.
Further, we cannot control the actions of Meliá, QIC, or our other future joint venture partners or strategic collaborators, including any non-performance or default under our agreements. If Meliá, QIC, or our other future joint venture partners or strategic collaborators were to fail to timely remit revenues to us, or if we dispute the amount of revenue remitted, such event could materially adversely affect our results of operations.
Our FBD joint ventures with Meliá leverage Meliá’s operational expertise, management services, infrastructure, local knowledge and corporate priorities. As such, any damage to Meliá’s financial condition or change in its corporate priorities could negatively impact the Company. Our participation in the joint ventures with Meliá also exposes us to liability and reputational harm resulting from improper actions of Meliá.
The success of projects held under joint ventures that are not operated by the Company is substantially dependent on the joint venture partner, over which we have limited or no control. Our FBD Mallorca hotel and theme park is a joint venture with Meliá. Control of the existing joint venture entity that owns and operates these properties is split equally between us and Meliá. Although our current FBD joint venture agreement provides certain voting rights and provisions for the resolution of deadlocks, Meliá is primarily responsible for the management of the properties held by our joint venture entity and controls most ordinary course business and operational decisions, including, among other things, with respect to sales and marketing of the hotels and determining annual and long-term objectives for occupancy, rates, revenues, clientele structure, sales terms and methods. Consequently, we are highly dependent on the operational expertise of Meliá, and likely will be similarly dependent on our future joint venture partners, as well as their corporate priorities. Further, while control and ownership of our existing joint venture with Meliá is split equally between the Company and Meliá, our control or ownership of future joint ventures with other partners may be in a different proportion. Therefore, our results are subject to the additional risks associated with the financial condition and corporate priorities of our joint venture partners, which could have a material adverse effect on our financial position or results of operations.
Our partnership or joint venture investments could be adversely affected by our lack of sole decision-making authority.
For our FBD division, we have co-invested with third parties and may in the future co-invest with other third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in, or sharing responsibility for managing the affairs of, a property, partnership, joint venture or other entity. We participate in such joint ventures to further expand our opportunities, share risks and gain access to new markets. Due to the nature of joint venture arrangements, we do not unilaterally control the operating, strategic and financial policies of these business ventures. Decisions are often made on a collective basis, including the purchase and sale of assets, contract negotiation with counterparties and management of cash, including cash distributions to partners. In addition, joint ventures can often require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions, which could lead to deadlock in the operations or strategies with respect to the joint venture or partnership. Decisions made by the managers or the governing bodies of these entities may not always be the decisions that are most beneficial to us as one of the equity holders of the entity, may be contrary to our objectives, or may limit our ability to transfer our interest.
Under our FBD joint venture arrangement with Meliá, pursuant to which neither venture partner has the power to control the venture, an impasse could be reached, which might have a negative influence on the joint venture and decrease potential returns to our stockholders. For example, certain actions by the joint venture entity may require unanimous approval by us and our joint venture partner. An impasse between us and our joint venture partner could result in a “deadlock event.” In such event, if not resolved, we and our respective partners or co-venturers may each have the right to trigger a buy-sell right or forced sale arrangement, which could cause us to sell our interest, or acquire our partners’ or co-venturers’ interest, or to sell the underlying asset, either on unfavorable terms or at a time when we otherwise would not have initiated such a transaction. In addition, a sale or transfer by us to a third-party of our interests in the partnership or joint venture may be subject to consent rights or rights of first refusal in favor of our partners or co-venturers, which would in each case restrict our ability to dispose of our interest in the partnership or joint venture.
Investments in joint ventures involve these and other risks that would not be present were a third-party not involved, including the possibility that the co-venture partners might become bankrupt or fail to fund their share of required capital or asset contributions. In addition, partners or co-venturers may have economic or other business interests or goals that are inconsistent with our business interests or goals and may be in a position to take action or withhold consent contrary to our policies or objectives. In some instances, partners or co-venturers may have competing interests in our FBD markets that could create conflict of interest issues. For example, Meliá may own hotels that compete with our joint venture hotel for tourists. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers from focusing their time and effort on our business.
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Consequently, actions by or disputes with partners or co-venturers might result in subjecting assets owned by the partnership or joint venture, and to the extent of any guarantee our assets, to additional risk. In addition, we may, in certain circumstances, be liable for the actions of our third-party partners or co-venturers.
Our existing and potential future FBD joint venture entities may also be subject to debt and the refinancing of such debt, and we may be required to provide certain guarantees or be responsible for the full amount of the debt, beyond the amount of our equity investment, in certain circumstances in the event of a default. Our joint venture partners may take actions that are inconsistent with the interests of the joint venture or in violation of the financing arrangements and trigger our guaranty, which may expose us to substantial financial obligations and commitments that are beyond our ability to fund.
Any or all of the factors described above could adversely affect the value of our investment, our ability to exit, sell or dispose of our investment at times that are beneficial to us, or our financial commitment to maintaining our interest in the joint ventures. Further, any failure of our joint venture partners to meet their obligations to us, the joint venture entity or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or their properties and, in turn, could have a material adverse effect on our business, financial position, results of operations, cash flows and prospects.
The operating season our hotel and our theme park is of limited duration, which can magnify the impact of adverse conditions or events occurring within that operating season.
Our operations in the hospitality industry, such as our FBD hotel, theme park, and other attractions, and joint venture properties are normally subject to seasonal variations and generally operate during limited periods and/or have fluctuations in anticipated market tourism and spending based on the time of year. As a result, revenues in our FBD division fluctuate with changes in hotel and theme park attendance and occupancy resulting from the seasonal nature of vacation travel and leisure activities and seasonal consumer purchasing behavior, which generally results in increased revenues during the Company’s second and third quarters. For example, our Katmandu Park in Mallorca, Spain has limited open hours from March to mid-June and mid-September to November, extended open hours from mid-June to mid-September, and is closed from November to March. Likewise, the Sol Katmandu Resort operates on a seasonal basis, from April through October each year. As a result, nearly all of our revenues from the Mallorca operations are generated during a 230- to 245-day operating season. Consequently, when adverse conditions or events occur during the operating season, particularly during the peak vacation months of July and August or the important fall season, there is only a limited period of time during which the impact of those conditions or events can be mitigated. Accordingly, the timing of such conditions or events may have a disproportionate adverse effect upon our revenues.
For example, new hotel and resort room supply is an important factor that can affect FBD’s performance, and over-building in the markets where we are located has the potential to decrease demand for our offerings. Because our operating season is short, a decline in lodging demand, or increase in lodging supply, could result in returns for our FBD division that are substantially below expectations, or result in losses, which could have a material adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects. Further, the costs of running a resort tend to be more fixed than variable. As a result, in an environment of declining revenue, the rate of decline in earnings is likely to be higher than the rate of decline in revenue.
Operational Risks and Risks Related to Our Industries
Increased competitive pressures may reduce our revenues or increase our costs.
We face substantial competition in each of our operating divisions from alternative providers of the technologies, attractions, entertainment experiences and services we offer and from other forms of entertainment, lodging, tourism and recreational activities. This includes, among other types, competition for human resources, content and other resources we require in operating our businesses. For example:
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Competition in each of these areas may increase as a result of technological developments and changes in market structure, including consolidation of suppliers of resources and distribution channels. Increased competition may divert consumers from our creative, design, licensing, entertainment or other products, or to other products or other forms of entertainment, which could reduce our revenue or increase our marketing costs.
Competition for the acquisition of resources can increase the cost of developing our properties, products and services, deprive us of talent necessary to produce high quality creative material or increase the cost of compensation for our employees. Such competition may also reduce, or limit growth in, prices for our products and services, including attraction design and master planning services, theme park and resort admissions, room rates and ticket sales, brand expansion service fees, prices for consumer products from which we derive license revenues, and revenues from our direct-to-consumer or retail offerings.
Misalignment with public and consumer tastes and preferences for entertainment, travel and consumer products, and failure to keep pace with developments in technology, could negatively impact demand for our entertainment offerings and products and adversely affect the profitability of any of our business divisions.
Our success depends substantially on consumer tastes and preferences that change in often unpredictable ways. Consumer tastes and preferences impact, among other items, revenues from affiliate fees, licensing fees and royalties, theme park admissions, hotel room charges and attraction sales. The success of our businesses depends on our ability to consistently create marketable content and services, which may be distributed, among other ways, through social media, interactive media, broadcast, cable, internet or cellular technology, print media, theme parks and other entertainment attractions, hotels and resort facilities, travel experiences and consumer products. Such distributions and deployments must meet the changing preferences of the broad consumer market and respond to competition from an expanding array of choices facilitated by technological developments in the delivery of content.
Consumer acceptance of entertainment content is also affected by outside factors, such as critical reviews, promotions, the quality and acceptance of entertainment content released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure activities, general economic conditions and public tastes, all of which could change rapidly and most of which are beyond our control. There can be no assurance that the content and customer activations we seek to create in our FBB division will obtain favorable reviews or ratings, be popular with consumers, or perform well in our distribution channels.
In addition, the success of our experiential entertainment offerings in our FBD division depends on demand for public or out-of-home entertainment experiences. The amusement park and experiential entertainment industries demand the use of sophisticated technology and systems for the design, construction and operation of attractions, theme parks, water parks, ticket sales and management, and labor and inventory management. Information technology systems continue to evolve and, in order to remain competitive, we must implement new technologies and systems in a timely and efficient manner. The development and maintenance of these technologies may require significant investment by us and we may not achieve the anticipated benefits from such new developments or upgrades. New technologies also affect the demand for FCG master planning, designs and creation of attractions and experiential entertainment, and content, the manner in which FCG products and services are distributed to consumers, the ways we charge for and receive revenue for all our products and services, and the stability of those revenue streams, the sources and nature of competing content offerings, the time and manner in which consumers acquire and view some of our entertainment products and the options available to advertisers for reaching their desired audiences. The overall effect that technological development and new digital distribution platforms have on the revenue and profits we derive from our entertainment content in our FCG and FBB divisions, and the additional costs associated with changing markets, media platforms and technologies, is unpredictable. If we fail to accurately assess and effectively respond to changes in technology and consumer behavior in the entertainment industry, our business may be harmed.
The success of our businesses depends in large part on acceptance of our offerings and products by consumers outside the United States, and our success therefore depends on our ability to accurately predict and adapt to changing consumer tastes and preferences outside as well as inside the United States. Moreover, we must often invest substantial amounts in digital content, intellectual property creation and experiential entertainment design and creation, and other facilities or customer-facing platforms before we know the extent to which these products will earn consumer acceptance. If our entertainment offerings and products, as well as our methods to make our offerings and products available to consumers, do not achieve sufficient consumer acceptance, our revenues may decline, decline further or fail to grow to the extent we anticipate when making investment decisions and as a result further adversely affect the profitability of one or more of our businesses.
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Increased costs of labor and employee health and welfare benefits may impact our results of operations.
Labor is a primary component in the cost of operating our businesses. Increased labor costs, due to competition, inflationary pressures, increased federal, state, local or foreign minimum wage requirements and increased employee benefit costs, including health care costs and social security benefits, could adversely impact our operating expenses.
Because payroll costs are a major component of the operating expenses at a theme park, a shortage of skilled labor could require higher wages that would increase labor costs, which could adversely affect results of operations and cash flows at our FBD properties. All of the Spanish joint venture employees are subject to collective bargaining agreements governed by the Workers’ Statute of Spain. At the beginning of 2025, there was a pre-agreement announced for a 6.0% wage increase in 2025 and 4% in 2026 (applying only to the positions that are being remunerated with the collective bargain agreement). Outside of Spain, continued increases to both market wage rates and the statutory minimum wage rates could also materially impact our future seasonal labor rates.
Additionally, staffing shortages in places where our FBD theme park and resort are located also could hinder our ability to grow and expand our businesses and could restrict our ability to operate our resort, theme parks, restaurants and other attractions. As of December 31, 2025, our FBD joint venture entities with Meliá directly and indirectly employed approximately 9 year-round, full-time employees worldwide at both their corporate offices and on-site at their resorts, restaurants and theme parks, and an additional 222 full-time and partial-time employees working all or part of the operating season in our joint venture properties in Spain. If we are unable to attract, retain, train, manage, and engage skilled employees, our ability to manage and staff our resorts could be impaired, which could reduce guest satisfaction.
If we are unable to hire, retain, train and motivate qualified personnel and senior management for our businesses and deploy our personnel and resources to meet customer demand around the world, our business could suffer.
Our success has depended, and continues to depend, on the efforts and talents of our senior management team and key employees, including our FCG content and intellectual property creators, engineers, product managers, sales and marketing personnel and professional services personnel. Our future success will also depend upon our continued ability to identify, hire and retain additional skilled and highly qualified personnel, independent contractors and subcontractors, which will require significant time, expense and attention. Competition for such highly skilled personnel is intense, and we may need to invest significant amounts of cash and equity to attract and retain new employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, or if we lose one or more members of our senior management team, our business, operating results and prospects could be adversely affected.
If we are unable to attract and retain skilled employees, our ability to design innovative, immersive, compelling guest experiences and media content would be at risk. Additionally, our reputation in the entertainment destination and intellectual property expansion space could be jeopardized. FCG operates best when all employees physically work together in the same building. We have maintained an in-office strategy post pandemic that has been integral to our success. Since the pandemic, many people in myriad industries have been able to work from home, and some employees and employers even prefer that structure; however remote working is detrimental to a company like ours. Staffing shortages at FCG because of our employees deciding not to return to the office could hinder our ability to properly execute internal projects and external third-party contracted efforts. Inadequate staffing could compromise opening dates, lead to reductions in scope, and create less than ideal situations where we pivot to secondary solutions. We are evaluating several strategies to combat staff shortages post pandemic, such as hiring vendors or consultants that often must be directed remotely, which may impair efficiency and impact the quality of our products and services.
Furthermore, we employ skilled technology personnel that bring creative, design and engineering expertise and experience that cannot be easily replaced. These individuals are critical to our business operations. There can be no assurance that these individuals will remain with us. If we fail to retain key individuals, our operations could be adversely affected.
We are dependent on the continued contributions of our senior management and other key employees, and the loss of any of whom could adversely affect our business, operating results, and financial condition.
Our future performance depends on the continued contributions of our senior management, including our Executive Chairman, Scott Demerau, our co-Founder and Chief Executive Officer, Cecil D. Magpuri, and other key employees to execute on our business plan, develop new products and enter into new partnerships. In addition, our success, in part, depends on our ability to attract and retain qualified persons to serve on our board of directors and our board committees. The failure to properly manage succession plans or the loss of services of senior management, other key employees or members of our board of directors could significantly delay or prevent the achievement of our strategic objectives. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives, which could disrupt our business. We do not currently maintain key person life insurance policies on any of our employees. The loss of the services of one or more of our senior management or other key employees for any reason could
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adversely affect our business, financial condition, and operating results, and require significant amounts of time, training, and resources to recruit suitable replacements and integrate them within our business, and could affect our corporate culture.
A variety of events beyond our control may reduce demand for or consumption of our products and services, impair our ability to provide our products and services or increase the cost or reduce the profitability of providing our products and services.
Demand for and consumption of our products and services, particularly our FBD experiential entertainment and FCG’s attraction master planning and design services, is highly dependent on the general environment for travel, tourism, leisure and entertainment. The environment for travel and tourism, as well as demand for and consumption of leisure and entertainment products, can be significantly adversely affected as a result of a variety of factors beyond our control, including: health concerns (including those related to COVID-19 and potential future pandemics); adverse weather conditions arising from short-term weather patterns or long-term climate change, catastrophic events or natural disasters (such as excessive heat or rain, wildfires, hurricanes, typhoons, floods, tsunamis, earthquakes, volcano eruptions and oil spills); international, political or military developments (including the ongoing conflicts in the Middle East, including hostilities with Iran, and the war between Russia and Ukraine); a decline in economic activity; rising inflation; and terrorist attacks. These events and others, such as fluctuations in travel and energy costs or widespread computing or telecommunications failures, may also impede our ability to provide our products and services or impede our ability to obtain insurance coverage with respect to some of these events. For example, we saw a material impact on our businesses and net cash flow in 2020 and 2021 as a result of worldwide restrictions on travel, construction, and public gatherings due to the COVID-19 pandemic. Actual or threatened war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty could have a similar effect on our financial condition or our growth strategy. Future health concerns or other macroeconomic changes like the ones listed above may impact our business in ways that we cannot predict.
Any one or more of these events may reduce the overall demand for hotel rooms at our joint venture properties or limit the prices we can obtain for them, or reduce attendance at our experiential entertainment offerings, which could adversely affect our profits and financial results. Further, any incident that directly affects a property held by one of our FBD joint ventures, or that directly affects the property or facilities of one of our FCG customers, would have a direct impact on our ability to provide goods and services relating to such properties or customers and could have an extended effect of discouraging consumers from patronizing FBD’s hotels, theme park and attractions or the parks or attractions of our FCG customers. Moreover, the costs of protecting against such incidents, reduces the profitability of our operations.
In addition, we will derive affiliate fees and royalties from licensing our intellectual property and technologies to third parties, and we are therefore dependent upon the successes of those third parties for that portion of our revenue. A wide variety of factors could influence the success of those third parties and if negative factors significantly impacted a sufficient number of those third parties, the profitability of one or more of our businesses could be adversely affected.
Failures in, material damage to, or interruptions in our information technology systems, software or websites, and difficulties in updating our systems or software or implementing new systems or software could adversely affect our businesses or operations.
We rely extensively on information technology systems in the operation of each of our business divisions. We utilize both commercial and open source software, tools, and other technology systems, as well as our own proprietary technology to, among other things, design and plan attraction systems, create FCG media and entertainment content, sell tickets and admit guests to our FBD theme park, check-in and check-out guests at our FBD hotel, sell food, beverages and other products at our FBD hotels and theme park, manage our workforce, manage the inventory for our three business divisions, and monitor and manage each business division on a day-to-day basis. We also leverage mobile devices, social networking and other communication platforms to connect with our employees, business partners and customers. The foregoing technology systems and our usages thereof are vulnerable to damage and disruption from circumstances beyond our control, including fire, natural disasters, power outages, system and equipment failures, global or regional outages, viruses, software supplier chain dependency vulnerabilities, malicious attacks, security breaches, theft, and inadvertent release of information. Damage or disruption to these technology systems may require significant investment in order to update, remediate or replace such systems with alternate systems, and we may suffer disruptions in our operations as a result. Many of the commercial software and hardware that we utilize incorporate open-source software and technology, as well as embedded subsystems which are potentially susceptible to exploits. We are unable to fix such software ourselves and rely on our relationships with our vendors to identify and provide the appropriate fixes and updates.
We rely heavily on third parties for the performance of a significant portion of our information technology functions, and also rely on certain third-party hardware, software, network infrastructure, storage systems and vendors to maintain and upgrade many of our critical systems on an ongoing basis in order to support our business operations and to keep pace with technology developments in the entertainment and hospitality industries. In particular, our FBD hotel booking and theme park ticket sales systems rely on public internet data communications, as well as other technology systems and software that are provided by third parties. We require each third-party service provider to certify that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any
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suspected breach of its security measures that may affect our Company. Accordingly, the success of our businesses depends in part on maintaining our relationships with such third parties and their ability to continue to provide the foregoing tools and services with minimal downtime and strict service-level agreements. If we experience a loss of service or an outage of any of the foregoing tools or services at no fault of our own, or an agreed upon service-level agreements are breached, or we face a disruption in the provision of any of the foregoing key services or tools, we may have difficulty in finding alternate providers on terms as favorable to us in a timely manner (or at all) and our businesses could be adversely affected.
Additionally, as we implement our strategy to pursue new initiatives that improve our operations and cost structure, we are also expanding, optimizing, evaluating, and strengthening our information technology infrastructure. Potential problems and disruptions associated with the implementation of new tools and technology, migrations that continue to support legacy systems, and planned maintenance for upgrading existing key systems and technology infrastructure could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our systems, including those that may result from our failure to adequately develop, implement, support, and maintain a robust disaster recovery and business continuity plan could severely affect our ability to conduct normal business operations and, as a result, could adversely affect our business operations and financial performance.
Protection of electronically stored data and other cybersecurity is costly, and if our data or systems are materially compromised in spite of this protection, we may incur additional costs, lost opportunities, damage to our reputation, disruption of services or theft of our assets.
We maintain information necessary to conduct our businesses, including confidential and proprietary information as well as personal information regarding our customers and employees, in digital form. We also use computer systems to deliver our products and services and operate our businesses. We may use third-party service providers to assist in providing, configuring, or maintaining these systems. Data maintained in digital form is subject to the risk of unauthorized access, modification, exfiltration, destruction or denial of access and our computer systems are subject to cyberattacks that may result in disruptions in service. We use many third-party systems and software, which are also subject to supply chain and other cyberattacks. We have established information security programs to identify and mitigate cyber risks but the development and maintenance of these programs is costly and requires ongoing monitoring and updating as technology changes and efforts to overcome security measures become more sophisticated. Accordingly, despite our efforts, the risk of unauthorized access, modification, exfiltration, destruction or denial of access with respect to data or systems and other cybersecurity attacks cannot be eliminated entirely, and the risks associated with a potentially material incident remain. In addition, we provide some confidential, proprietary and personal information to third parties in certain cases when it is necessary to pursue business objectives. While we obtain assurances that these third parties will protect this information and, where we believe appropriate, monitor the protections employed by these third parties, there is a risk the confidentiality of data held by third parties may be compromised.
If our information or cyber security systems or data are compromised in a material way, our ability to conduct our businesses may be impaired, we may lose profitable opportunities or the value of those opportunities may be diminished and, as described above, we may lose revenue as a result of unlicensed use of our intellectual property. If personal information of our customers or employees is misappropriated, our reputation with our customers and employees may be damaged, resulting in loss of business or morale, and we may incur costs to remediate possible harm to our customers and employees or damages arising from litigation and/or to pay fines or take other action with respect to judicial or regulatory actions arising out of the incident. Insurance we obtain may not cover losses or damages associated with such attacks or events.
Cyber-attacks could have a disruptive effect on our business.
Implementing our strategies to pursue new initiatives that improve our operations and cost structure will result in a larger technological presence and corresponding exposure to cybersecurity risk. Failure to adequately assess and identify cybersecurity risks associated with new initiatives would increase our vulnerability to such risks.
Even if we and our third-party service providers are fully compliant with legal standards and contractual or other requirements, we still may not be able to prevent security breaches involving sensitive data. We are in the process of establishing processes for assessing, identifying, and managing material risks from potential unauthorized occurrences on or through our electronic information systems that could adversely affect the confidentiality, integrity, or availability of our information systems or the information residing on those systems, and we require each third-party service provider to certify that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our Company. However, the actions and controls we have implemented and continue to implement, or which we seek to cause or have caused third-party service providers to implement, may be insufficient to protect our systems, information or other intellectual property. In addition, the sophistication of efforts by hackers to gain unauthorized access to information technology systems has continued to increase in recent years. Therefore, it may be difficult to detect any such intrusions, breaches, or other efforts to obtain unauthorized access or interfere with systems for long periods of time, and we may be unable to anticipate these techniques, fully ascertain the scope of any such breaches, intrusions, or other efforts, or to implement adequate preventive measures. Breaches, thefts, losses or fraudulent uses of customer, employee or company
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data could cause customers to lose confidence in the security of our websites, mobile applications, point of sale systems and other information technology systems and choose not to purchase from us. Such security breaches also could expose us to risks of data loss, business disruption, litigation and other costs or liabilities, any of which could adversely affect our business.
For example, in May 2023, we experienced a network intrusion in which an unauthorized third-party accessed and exfiltrated certain information from specific systems. In response to this incident, we secured our digital assets within our computer systems, promptly temporarily shut down our financial reporting systems, and commenced an investigation with assistance from an outside cybersecurity firm. In connection with this incident, we have incurred certain incremental one-time costs of $0.3 million related to consultants, experts and data recovery efforts, and expect to incur additional costs related to cybersecurity protections in the future. Although we have not been the subject of any legal proceedings involving these incidents, it is possible that we could be the subject of claims from persons alleging that they suffered damages from these incidents. We have implemented a variety of measures to further enhance our cybersecurity protections and minimize the impact of any future attack, including (i) by requiring that all external vendors who need to access any internal/cloud resources utilize secure encrypted tunnels or be physically internal and utilize authorized terminals with provided credentials, (ii) conducting security awareness training for our staff and (iii) requiring longer log retention for all tracking telemetry information. However, cybersecurity threats are constantly evolving, and there can be no guarantee that a future cybersecurity event will not occur.
In addition, the implementation, maintenance, segregation and improvement of these systems requires significant management time, support and cost. Moreover, there are inherent risks associated with developing, improving, expanding and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect our ability to manage our data, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. We cannot be sure that the systems upon which we rely, including those of our third-party service providers or those configured by our third-party service providers, will be effectively implemented, maintained or expanded as planned. If we, or they on our behalf, do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results.
The potential consequences of a future material cybersecurity attack on us or our third-party service providers could include: business disruption; disruption to systems; theft, destruction, loss, corruption, misappropriation or unauthorized release of sensitive and/or confidential information (including personal information in violation of one or more privacy laws) or intellectual property; reputational and brand damage; and potential liability, including litigation or other legal actions against us or the imposition by governmental authorities of penalties, fines, fees or liabilities, which, in turn, could cause us to incur significantly increased cybersecurity protection and remediation costs and the loss of customers.
Exchange rate fluctuations could result in significant foreign currency gains and losses and may adversely affect our business and operating results and financial conditions.
We are exposed to currency translation risk in our Karnival and PDP joint ventures, and we may be exposed to currency translation risk of our FCG international customers, who use home currencies that are different than our functional currency, the U.S. dollar. As a result, changes in foreign exchange rates would affect the amounts we record for our assets, liabilities, revenues and expenses with respect to Karnival, PDP, and such potential FCG international customers, and could have a negative effect on our financial results. Further, a significant portion of FCG’s revenues from QIC and NMDC is paid in Saudi Riyals. The SAR is currently pegged to the U.S. dollar, but if the Kingdom of Saudi Arabia changes its policy of pegging the SAR to the U.S. dollar, such a change could have a negative effect on our financial results. We currently do not enter into hedging arrangements to minimize the impact of foreign currency fluctuations. We expect that our exposure to foreign currency exchange rate fluctuations will increase as FCG’s international operations grow.
Our insurance may not be adequate to cover potential losses, liabilities and damages of our product divisions, the cost of insurance may continue to increase materially and we may not be able to secure insurance to cover all of our risks, all of which could have a material adverse effect on us.
Our business is subject to, among other things, a number of risks, hazards, and other materially adverse occurrences. Such occurrences could result in damage or impairment to our properties or business divisions. While insurance is not commonly available for all these risks, we tend to maintain customary insurance against risks when available. In the event that costs or losses exceed our available insurance or additional liability is imposed on our business divisions, this could have a materially adverse effect on our business operations and financial condition.
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Risks Related to Our Intellectual Property
Theft of our intellectual property, including unauthorized exhibition of our content, may decrease our licensing, franchising and programming revenue which may adversely affect our business and profitability.
The success of our business depends in part on our ability to maintain and enforce the intellectual property rights in our technology, entertainment content, and other intellectual property. Developing intellectual property is a significant feature of our businesses and leaking portions of or piracy of our intellectual property has the potential to significantly and adversely affect our business. Piracy is particularly prevalent in parts of the world that do not effectively enforce intellectual property rights and laws. Furthermore, intellectual property and confidentiality protections in the Kingdom of Saudi Arabia, where we have a significant customer concentration, may not be as effective as in the United States or Europe. These uncertainties could limit the legal protections available to us to protect our intellectual property.
We rely on the intellectual property laws of the United States and other relevant jurisdictions, as well as third-party policies and procedures governing domain name registrations, licensing agreements, confidentiality and non-disclosure agreements, and other contractual protections to safeguard our intellectual property assets. However, even in territories like the United States, such legal frameworks may be insufficient to address modern realities.
Furthermore, the lack of effective technological prevention and enforcement measures may further impede our enforcement efforts. Therefore, the success of such measures cannot be guaranteed, particularly in countries with less robust intellectual property laws.
Our enforcement activities depend in part on third parties, including technology and platform providers, whose cooperation and effectiveness cannot be assured. Additionally, technological advances have enabled quick unauthorized copying and downloading of content into digital formats without any degradation of quality from the original content, which has facilitated the rapid creation, transmission, and sharing of high-quality unauthorized copies of copyrighted material. We may need to expend significant amounts of our capital to strengthen our technological platform security and enforcement activities, including through litigation, in order to protect our intellectual property rights.
We own patents and patent applications for certain of our proprietary technology and attraction systems, however, filing, prosecuting, and maintaining patents and patent applications in every territory worldwide is prohibitively expensive. Therefore, we protect such patents and patent applications selectively, on a country-by-country basis, and may choose not to seek patent protection in certain jurisdictions or at all. Our competitors may produce products that include our unpatented technology (or the patents we own may not be sufficiently broad enough to exclude our competitors’ use of such technology) and we are unable to provide any assurances that any of our patents or patent applications will include claims that are sufficiently broad to protect our technology from competitors. Additionally, our patents can be challenged as invalid or unenforceable, or circumvented by competitors. No assurance can be given that, if challenged, our patents would be declared valid or enforceable, or that even if found valid and enforceable, a competitor’s technology or product would be found to be infringing our patents. Furthermore, our patent applications may not be granted. Third parties may own patents or there could be other prior art that may hinder our ability to obtain patent protection for our technology. We also cannot be certain that we are the first to file any patent application related to our technology because patent applications in the United States and other countries are confidential for a period of time after filing. Additionally, an interference proceeding may be initiated by a third-party or the United States Patent and Trademark Office to determine who was the first to invent any invention covered by our U.S. patents and patent applications that have a filing date pre-dating March 16, 2013 (the date when U.S. patent law changed from a first-to-invent to a first-to-file system). We cannot be certain that we are the first to invent the inventions covered by our pending patent applications and, if we are not, we may be subject to priority disputes.
We also own trademark applications and registrations. Our trademark applications may be denied or opposed and our registered trademarks may be challenged as invalid or unenforceable by competitors or other third parties. If our trademarks are successfully challenged in any jurisdiction, we could be forced to rebrand our products in such jurisdiction(s), which could result in the loss of brand recognition and require us to devote significant resources to advertising and marketing new brands. Furthermore, trademark registration does not guarantee our trademarks’ validity or our right to use such trademarks.
In order to protect our proprietary technology, we rely in part on confidentiality undertakings and other agreements with our employees, independent contractors, and other third parties. Such agreements may not prevent, or provide an adequate remedy for, the unauthorized use or disclosure of our confidential information. Third parties may independently discover or reverse engineer our trade secrets and proprietary information. Asserting a claim that a party illegally obtained and is using our trade secrets can be difficult, expensive, and time consuming, and the outcome is unpredictable. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights and our failure to obtain or maintain trade secret protection could adversely affect our competitive business position.
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We may be unable to prevent the misappropriation, infringement or violation of our intellectual property rights, breach of any third party's contractual obligations to us, or independent development of intellectual property that is similar to ours, any of which could reduce or eliminate any competitive advantage we have developed and can adversely affect our revenues or otherwise harm our business. Any impairment of our intellectual property rights, including due to changes in U.S. or foreign intellectual property laws (or the absence of effective legal protections or enforcement measures) could materially adversely impact our businesses, financial condition, and results of operations.
Third parties may allege that our products or services infringe their patents and other intellectual property rights, which could result in the payment of royalties, damages, and other fees and fines that may negatively affect our profits, subject us to costly and time-consuming litigation, or cause us to lose the ability to provide the related products or services.
To the extent that any third party has patented any interventions that we need to use in the future to manufacture, use, or sell our products or services, we would need to obtain such licenses to avoid infringement. For products or services that utilize the intellectual property of strategic collaborators, brand partners or other suppliers, such suppliers may have an obligation to secure the licenses to such patents at their own cost, and if not, we may be responsible for the cost of such licenses. Royalty payments and other fees due under such licenses would erode our profits from the sales of such products and services. Moreover, we may be unable to obtain such licenses on acceptable terms (or at all). If we fail to obtain a required patent license or are unable to alter the design of the product to avoid infringing a third-party patent, we would be unable to continue to manufacture or sell such products or provide related services without infringing such patent.
If a third-party commences an infringement action against us, we may incur significant costs to defend such action and our management’s attention could be diverted from our day-to-day business operations, whether or not the action has merit. An adverse judgment or settlement resulting from such action could require us to pay substantial amounts in damages for infringement or to obtain a license to continue to use the intellectual property that is the subject of the infringement claim. Such adverse judgment or settlement could also result in injunctive relief limiting our ability to develop, manufacture, or sell our products or provide our services, or could require us to redesign our products to avoid infringement.
Lastly, we may need to indemnify our customers, licensees, commercialization partners, and/or distributors if our technology or products infringe the intellectual property rights of any third parties. Such third-party claims may require us to initiate or defend protracted and costly litigation on behalf of our customers, licensees, commercialization partners, and/or distributors, regardless of the merits of these claims. If any such claims succeed or settle, we may be forced to pay damages or settlement payments on behalf of our customers, licensees, commercialization partners, and/or distributors, and may be required to obtain licenses for such technology or products. If we cannot obtain all necessary licenses on commercially reasonable terms, our customers, licensees, commercialization partners and/or distributors may be forced to stop using or selling our products or technology.
Risks Related to Regulatory, Tax, Legal and Compliance Matters
Changes in regulations applicable to our businesses may impair the profitability of our businesses, and our failure to comply with applicable laws and regulations may increase our costs, reduce our earnings or limit our growth.
We may be required to incur costs to comply with regulatory requirements, such as those relating to employment practices, environmental requirements, and other regulatory matters, and the costs of compliance, investigation, remediation, litigation, and resolution of regulatory matters could be substantial. We are subject to extensive federal and state employment laws and regulations, including wage and hour laws and other pay practices and employee record-keeping requirements. We may periodically have to defend against lawsuits asserting non-compliance. Such lawsuits can be costly, time consuming and distract management, and adverse rulings in these types of claims could negatively affect our businesses, financial condition or results.
We, the hotel and theme park that we co-own, and the facilities and attractions of our FCG customers, are subject to a variety of laws and regulations around the globe, including, among others, laws related to: employment practices; marketing and advertising efforts; trade and economic sanctions; anti-bribery and anti-corruption; cybersecurity, data privacy, data localization and the handling of personally identifiable information; competition; the environment; health and safety; liquor sales; and the offer and sale of franchises. The compliance programs, internal controls, and policies we maintain and enforce to promote compliance with laws and regulations may not prevent our associates, contractors, or agents from materially violating these laws and regulations. The failure to meet the requirements of applicable laws or regulations, or publicity resulting from actual or alleged failures, could have a significant adverse effect on our results of operations or reputation.
We, our joint ventures with Meliá, our FCG customers and our suppliers also are subject to foreign, federal, state and local environmental laws and regulations such as those relating to water resources, discharges to air, water and land, the handling and disposal of solid and hazardous waste, and the cleanup of properties affected by regulated materials. Under these laws and regulations, we may be required to investigate and clean up hazardous or toxic substances or chemical releases from current or formerly owned or operated facilities or to mitigate potential environmental risks. Environmental laws typically impose cleanup responsibility and liability without regard to
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whether the relevant entity knew of or caused the presence of the contaminants. The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use, transfer or obtain financing regarding our FBD properties or impair our FGC customers’ abilities to finance our services.
In addition, the Company is subject to audit or review by federal or state regulatory authorities as a result of applying for and obtaining a Paycheck Protection Program loan pursuant to the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), and for obtaining forgiveness of the loan. If we were to be audited or reviewed and receive an adverse determination or finding in such audit or review, we could be required to return or repay the full amount of the applicable loan and could be subject to fines or penalties, which could reduce our liquidity and adversely affect our business, financial condition and results of operations.
Changes in any of these regulations or regulator activities in any of these areas, or others, may require us to spend additional amounts to comply with the regulations, or may restrict our ability to offer products and services in ways that are profitable. See “— United States or international environmental laws and regulations may cause us to incur substantial costs or subject us to potential liabilities.”
Our operations outside the United States may be adversely affected by the operation of laws in those jurisdictions, or by other macroeconomic factors
FBD’s joint venture operations in the EU are subject to the laws of such jurisdictions rather than U.S. law. Additionally, FCG frequently provides services to customers located in countries across the world, including in the Kingdom of Saudi Arabia. Laws in some jurisdictions differ in significant respects from those in the United States. These differences can affect our ability to react to changes in our businesses, and our rights or ability to enforce rights may be different than would be expected under U.S. law. For example, in Spain and the EU, the climate change-related laws and regulations are more extensive and onerous than those of the United States.
Moreover, enforcement of laws in some jurisdictions outside the United States can be inconsistent and unpredictable, which can affect both our ability to enforce our rights and to undertake activities that we believe are beneficial to our businesses. In addition, the business and political climate in some jurisdictions may encourage corruption, which could reduce our ability to compete successfully in those jurisdictions while remaining in compliance with local laws or U.S. anti-corruption laws applicable to our businesses. As a result, our ability to generate revenue and our expenses in non-U.S. jurisdictions may differ from what would be expected if U.S. law governed these operations.
We are also subject to costs and difficulties inherent in managing cross-border business, including regulations related to customs, tariffs, and trade barriers, local or regional economic policies and market conditions, rates of inflation, cultural and language differences, social unrest, crime, strikes, riots and civil disturbances, regime changes and political upheaval, terrorist attacks and wars, and deterioration of political relations with the United States. If we are unable to adequately address these risks, our operations may suffer.
Data privacy regulations and the costs to comply with such regulations could adversely impact our businesses.
We are subject to laws that regulate the collection, use, retention, security, and transfer of customer, guest, brand partner and employee data. Our privacy policies and practices concerning the collection, use and disclosure of user data are available on our website. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any regulatory requirements or orders or other privacy or consumer protection-related laws and regulations could result in proceedings or actions against us by governmental entities or others (e.g., class action privacy litigation), subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and adversely affect our businesses. Data collection, privacy and security have become the subject of increasing public concern. If internet and mobile users were to reduce their use of our websites, mobile platforms, products, and services because of these concerns, our businesses could be harmed.
We could be exposed to liabilities under the Foreign Corrupt Practices Act and other anti-corruption laws and regulations, including non-U.S. laws, which could have a material adverse impact on us.
We have international operations, and as a result are subject to compliance with various laws and regulations, including the Foreign Corrupt Practices Act (the “FCPA”), and other anti-corruption laws in the jurisdictions in which we do business, which generally prohibit companies and their intermediaries or agents from engaging in bribery or making improper payments to foreign officials or their agents or other entities. The FCPA also requires companies to make and keep books and records and accounts that reflect their transactions in reasonable detail, including the disposition of their assets. Despite existing safeguards and any future improvements to our policies and training, we will be exposed to risks from deliberate, reckless or negligent acts committed by our employees or agents for which we might be held responsible. A violation of any of the FCPA or any other anti-corruption laws or regulations could lead to criminal and civil penalties and other legal and regulatory liabilities and require us to undertake remedial measures, any of which could have a material adverse impact on us, including our businesses, financial condition, liquidity, results of operations and prospects.
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We are a holding company and our only material assets are our interest in Falcon’s Opco and our other equity method investments. Accordingly, we are generally dependent upon distributions from Falcon’s Opco and our other equity method investments to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.
We are a holding company with no material assets other than our ownership interests in Falcon’s Opco and our other equity method investments. As such, we have no independent means of generating revenue or cash flow, and our ability to pay taxes and operating expenses or declare and pay dividends in the future is dependent upon the financial results and cash flows of Falcon’s Opco and its subsidiaries, and our other equity method investments, and distributions we receive from Falcon’s Opco and our other equity method investments. Deterioration in the financial condition, earnings or cash flow of Falcon’s Opco and its subsidiaries, and/or our other equity method investments, for any reason could limit or impair such entities’ ability to pay such distributions to us. Additionally, to the extent that we need funds and Falcon’s Opco is restricted from making such distributions to us under applicable law or regulation or under applicable contractual restrictions, including the terms of any applicable financing arrangements, or Falcon’s Opco’s subsidiaries or our other equity method investments are otherwise unable to provide such funds to us for distribution, it could materially adversely affect our liquidity and financial condition.
Subject to the discussion in this Annual Report, Falcon’s Opco is treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to the holders of the Falcon’s Opco Units, including the Company. Accordingly, the Company will incur income taxes on its allocable share of any net taxable income of Falcon’s Opco. Under the terms of the A&R Operating Agreement, Falcon’s Opco is obligated, subject to various limitations and restrictions, including with respect to any debt agreements, to make tax distributions to holders of Falcon’s Opco Units, including the Company. In addition to tax expenses, the Company will also incur expenses related to its operations, including payments under the Tax Receivable Agreement, which could be substantial. The Company intends, as its sole manager, to cause Falcon’s Opco to make distributions to the holders of Falcon’s Opco Units in an amount sufficient to (i) fund all or part of such owners’ tax obligations in respect of taxable income allocated to such owners and (ii) cover the Company’s operating expenses, including payments under the Tax Receivable Agreement. However, Falcon’s Opco’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions under contracts or agreements to which Falcon’s Opco is then a party, including debt agreements, or any applicable law or regulation, or that would have the effect of rendering Falcon’s Opco insolvent. If the Company does not have sufficient funds to pay tax or other obligations or to fund its operations, it may have to borrow funds, which could materially adversely affect its liquidity and financial condition and subject it to various restrictions imposed by any such lenders. To the extent that the Company is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. The failure of the Company to make any payment required under the Tax Receivable Agreement (including any accrued and unpaid interest) within 90 days of the date on which the payment is required to be made will constitute a material breach of a material obligation under the Tax Receivable Agreement, which will terminate the Tax Receivable Agreement and accelerate future payments thereunder, unless the applicable payment is not made because Falcon’s Opco (i) is prohibited from making such payment under the terms governing certain of its indebtedness or under applicable law and Falcon’s Opco cannot obtain sufficient funds to make such payment after taking commercially reasonable actions or (ii) would become insolvent as a result of making such payment. In addition, if Falcon’s Opco does not have sufficient funds to make distributions, the Company’s ability to declare and pay cash dividends will also be restricted or impaired.
Under the A&R Operating Agreement, Falcon’s Opco will, from time to time, make distributions in cash to its equityholders (including the Company) in amounts at least sufficient to cover the taxes on their allocable share of taxable income of Falcon’s Opco. As a result of (i) potential differences in the amount of net taxable income allocable to the Company and to Falcon’s Opco’s other equityholders, (ii) the lower tax rates currently applicable to corporations as opposed to individuals, and (iii) the favorable tax benefits that the Company anticipates from any redemptions or exchanges of Falcon’s Opco Units for Class A Common Stock or cash pursuant to the A&R Operating Agreement in the future, tax distributions payable to the Company may be in amounts that exceed its actual tax liabilities with respect to the relevant taxable year, including its obligations under the Tax Receivable Agreement. The Board will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, the payment of other expenses or dividends on the Company’s stock, although the Company will have no obligation to distribute such cash (or other available cash) to its stockholders. To the extent the Company does not distribute such excess cash as dividends on its stock, it may take other actions with respect to such excess cash — for example, holding such excess cash or lending it (or a portion thereof) to Falcon’s Opco, which may result in shares of its stock increasing in value relative to the value of the Falcon’s Opco Units. The holders of Falcon’s Opco Units may benefit from any value attributable to such cash balances if they acquire shares of Class A Common Stock in exchange for their Falcon’s Opco Units, notwithstanding that such holders may previously have participated as holders of Falcon’s Opco Units in distributions by Falcon’s Opco that resulted in such excess cash balances.
Under the Tax Receivable Agreement, the Company is required to make payments to the Company’s initial or current unitholders for certain tax benefits to which the Company may become entitled, and those payments may be substantial.
The Company is a party to the Tax Receivable Agreement with the Company’s unitholders and Falcon’s Opco. Under the Tax Receivable Agreement, the Company generally are required to make cash payments to the Company’s unitholders equal to 85% of the tax benefits,
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if any, that the Company actually realizes, or in certain circumstances is deemed to realize, as a result of (1) the increases in the tax basis of assets of Falcon’s Opco resulting from any future redemptions or exchanges of Falcon’s Opco Units for Class A Common Stock or cash by the Company’s unitholders pursuant to the A&R Operating Agreement and (2) certain other tax benefits arising from payments under the Tax Receivable Agreement. No such payments will be made to any holders of Class A Common Stock unless such holders were initial unitholders or are also unitholders.
On October 24, 2024, Company and Exchange TRA Holders entered into an Amendment to the Tax Receivable Agreement to clarify the rights of a TRA Holder that transfers units but does not assign the transferee its rights under the TRA Agreement with respect to such transferred units.
The amount of the cash payments that the Company will be required to make under the Tax Receivable Agreement may be substantial. Any payments made by the Company to the Company’s unitholders under the Tax Receivable Agreement will not be available for reinvestment in the business and will generally reduce the amount of cash that might have otherwise been available to the Company, Falcon’s Opco and its subsidiaries. To the extent the Company is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. Furthermore, the Company’s future obligations to make payments under the Tax Receivable Agreement could make the Company, Falcon’s Opco and its subsidiaries a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement. Payments under the Tax Receivable Agreement are not conditioned on the unitholders’ continued ownership of Falcon’s Opco Units, Class A Common Stock or Class B Common Stock.
The actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the timing of redemptions or exchanges by the Company’s unitholders, the price of shares of Class A Common Stock at the time of any exchange or redemption, the extent to which such exchanges or redemptions are taxable, the amount of gain recognized by the Company’s unitholders, the amount and timing of the taxable income Falcon’s Opco generates in the future, and the tax rates and laws then applicable.
In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits the Company realizes in respect of the tax attributes subject to the Tax Receivable Agreement.
Payments under the Tax Receivable Agreement will be based on the tax reporting positions that the Company determines, and the U.S. Internal Revenue Service (the “IRS”) or another taxing authority may challenge all or any part of the tax basis increases, as well as other tax positions that the Company takes, and a court may sustain such a challenge. In the event that any tax benefits initially claimed by the Company are disallowed, the recipients of the payments under the Tax Receivable Agreement will not be required to reimburse the Company for any excess payments that may have previously been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. As a result, in certain circumstances the Company could make payments under the Tax Receivable Agreement in excess of the Company’s actual tax savings, which could materially impair the Company’s financial condition.
Moreover, the Tax Receivable Agreement provides that, in certain events, including among other things, a change of control or the Company’s exercise of early termination rights, the Company’s obligations, or its successor’s obligations, under the Tax Receivable Agreement to make payments thereunder would accelerate and become due and payable, based on certain assumptions, including an assumption that the Company would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement, and an assumption that, as of the effective date of the acceleration, any unitholder that has Falcon’s Opco Units not yet exchanged shall be deemed to have exchanged such Falcon’s Opco Units on such date, even if the Company does not receive (if at all) the corresponding tax benefits until a later date when the Falcon’s Opco Units are actually exchanged. As a result of the foregoing, the Company would be required to make an immediate cash payment equal to the estimated present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, based on certain assumptions, which payment may be made significantly in advance of the actual realization, if any, of those future tax benefits and, therefore, the Company could be required to make payments under the Tax Receivable Agreement that are greater than the specified percentage of the actual tax benefits it ultimately realizes.
The Company’s obligations under the Tax Receivable Agreement could have a substantial negative impact on the Company’s liquidity and could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control.
If Falcon’s Opco were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, the Company and Falcon’s Opco might be subject to potentially significant tax inefficiencies, and the Company would not be able to
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recover payments previously made by it under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
A number of aspects of our corporate structure depend on the classification of Falcon’s Opco as a partnership for U.S. federal income tax purposes, and the Company and Falcon’s Opco intend to operate such that Falcon’s Opco does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, exchanges or other transfers of Falcon’s Opco Units could cause Falcon’s Opco to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and the Company and Falcon’s Opco intend to operate such that exchanges or other transfers of Falcon’s Opco Units qualify for one or more such safe harbors.
If Falcon’s Opco were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for the Company and Falcon’s Opco, including as a result of the Company’s inability to file a consolidated U.S. federal income tax return with Falcon’s Opco. In addition, the Company may not be able to realize tax benefits covered under the Tax Receivable Agreement, and the Company would not be able to recover any payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Falcon’s Opco’s assets) were subsequently determined to have been unavailable. See “— In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits the Company realizes in respect of the tax attributes subject to the Tax Receivable Agreement.”
Changes in applicable tax laws, interpretations of existing tax laws, loss of tax incentives, or adverse determinations by tax authorities could increase our tax burden or otherwise adversely affect our financial condition or results of operations.
We are subject to taxation at the federal, state and local levels in the United States and various other countries and jurisdictions. Our future effective tax rate could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes in statutory rates and other legislative changes, changes in the valuation of our deferred tax assets and liabilities, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time, the U.S. federal, state and local and foreign governments make substantive changes to tax rules and their application, which could result in materially higher taxes than would be incurred under existing tax laws and could adversely affect our financial condition or results of operations. For example, the U.S. tax legislation enacted on December 22, 2017 represented a significant overhaul of the U.S. federal tax code, including, among many other things, a reduction to the U.S. federal corporate income tax rate, a partial limitation on the deductibility of business interest expense, a limitation on the deductibility of certain director and officer compensation expense, limitations on net operating loss carrybacks and carryovers and changes relating to the scope and timing of U.S. taxation on earnings from international business operations. In addition, the Inflation Reduction Act of 2022 enacted on August 16, 2022, among other provisions, imposes a 15% minimum tax on the adjusted financial statement income of certain large corporations, as well as a 1% excise tax on corporate stock repurchases by domestic publicly traded companies. This act, as well as any other changes to tax laws that are enacted, could adversely affect our tax liability.
There can be no assurance that changes in tax laws or regulations, both within the United States and the other jurisdictions in which we operate, will not materially and adversely affect our effective tax rate, tax payments, financial condition and results of operations. Similarly, changes in tax laws and regulations that impact our customers and counterparties, or the economy generally may also impact our financial condition and results of operations.
Tax laws and regulations are complex and subject to varying interpretations and any significant failure to comply with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities. Any changes in enacted tax laws, rules or regulatory or judicial interpretations or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financial condition and results of operations.
In addition, we may be subject to tax audits and disputes in U.S. federal and various state, local and foreign jurisdictions. An unfavorable outcome from any tax audit could result in higher tax costs, penalties and interest, and could materially and adversely affect our financial condition or results of operations.
United States or international environmental laws and regulations may cause us to incur substantial costs or subject us to potential liabilities.
We are subject to certain compliance costs and potential liabilities under various international, national, regional and local environmental, health and safety laws and regulations. These laws and regulations govern actions including air emissions, the use, storage and disposal of hazardous and toxic substances, and wastewater disposal. Our failure to comply with such laws, including any required permits or licenses, could result in substantial fines, penalties, litigation or possible revocation of our authority to conduct some of our operations. We could also be liable under such laws for the costs of investigation, removal or remediation of hazardous or toxic
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substances at our currently or formerly owned real property or at third-party locations in connection with our waste disposal operations, regardless of whether or not we knew of, or caused, the presence or release of such substances. From time to time, we may be required to remediate such substances or remove, abate or manage asbestos, mold, radon gas, lead or other hazardous conditions at our properties. The presence or release of such toxic or hazardous substances could result in third-party claims for personal injury, property or natural resource damages, business interruption or other losses. Such claims and the need to investigate, remediate or otherwise address hazardous, toxic or unsafe conditions could adversely affect our operations, the value of any affected real property, or our ability to sell, lease or assign our rights in any such property, or could otherwise harm our businesses or reputation. Environmental, health and safety requirements have also become increasingly stringent, and our costs may increase as a result.
Further, some U.S. states and various countries are considering or have undertaken actions to regulate and reduce greenhouse gas emissions. New or revised laws and regulations, or new interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of the properties we manage or result in significant additional expense and operating restrictions on us. The cost of such legislation, regulation or new interpretations would depend upon the specific requirements enacted and cannot be determined at this time.
Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of our business could adversely affect our financial condition or results of operations.
We are subject to allegations, claims and legal actions arising in the ordinary course of our businesses, which may include claims by third parties, including guests who visit our FBD properties, our FCG customers or subcontractors, our FBB brand partners, any of our employees or regulators including the Guggenheim Complaint and the FAST Settlement, as more fully described in Note 12, “Commitments and contingencies” to our audited consolidated financial statements contained in Item 8 of this Annual Report. Pursuant to the FAST Settlement, we paid FAST an up-front settlement payment of $2.5 million on December 1, 2025, and are required to pay a deferred settlement payment of $7.0 million on or before January 31, 2027, with ratable with ratable decreases for early payment provided that the deferred settlement payment will never be less than $6.0 million and if the deferred settlement payment is not paid on or before January 31, 2027, it will accrue interest at a rate of 10.75% per annum until paid. While we expect that the deferred settlement payment will be funded by our receipt of a tax refund from the Spanish Tax Administration Agency in respect of the previously-announced sale of the equity interests in Tertian XXI, SL, which owned the real estate assets comprising a resort hotel in Tenerife, Spain, and/or a sale, directly or indirectly, of the Company’s hotel resort and theme park located in Mallorca, Spain, we cannot assure you of this. The requirement to make the deferred settlement payment restricts our ability to use certain cash we may receive, which may materially adversely affect our business. In the event that the deferred settlement payment is not paid in full on or before January 31, 2027, the FAST Settlement will be void and both FAST and the Company will be entitled to re-assert their claims against each other.
Further, the outcome of the Guggenheim Complaint and any other proceedings cannot be predicted. If any of these proceedings is determined adversely to us, or if we receive a judgment, a fine or a settlement involving a payment of a material sum of money, or injunctive relief is issued against us, our businesses, financial condition and results of operations could be materially adversely affected. Litigation can also be expensive, lengthy and disruptive to normal business operations, including to our management due, to the increased time and resources required to respond to and address the litigation.
Risks Related to Operating as a Public Company
Our senior management team has limited experience managing a public company, and regulatory compliance obligations may divert its attention from the day-to-day management of our businesses.
The individuals who constitute our senior management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our senior management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our businesses, which could adversely affect our businesses. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.
As a public reporting company, we are subject to rules and regulations established from time to time by the SEC and Public Company Accounting Oversight Board regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner.
As a public reporting company, we are subject to the rules and regulations established from time to time by the SEC and the Public Company Accounting Oversight Board. These rules and regulations require, among other things, that we establish and periodically
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evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes, and controls, as well as on our personnel.
In addition, as a public company we are required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) so that our management can certify as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with the SEC and thereafter, which requires us to document and make significant changes to our internal control over financial reporting. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting at such time as we cease to be an “emerging growth company,” as defined in the JOBS Act, and we become an accelerated or large accelerated filer, although we could potentially qualify as a “smaller reporting company.” We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting, which includes hiring additional accounting and financial personnel to implement such processes and controls.
We expect to incur costs related to implementing an internal audit and compliance function in the upcoming years to further improve our internal control environment. If we identify future deficiencies in our internal control over financial reporting or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.
Our current controls and any new controls that we develop may also become inadequate because of changes in our business, and weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could cause us to fail to meet our reporting obligations, result in a restatement of our financial statements for prior periods, undermine investor confidence in us, and adversely affect the trading price of our Class A Common Stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq.
We have identified material weaknesses in our internal controls over financial reporting. If we are unable to remediate these material weaknesses, if management identifies additional material weaknesses in the future or if we otherwise fail to maintain effective internal controls over financial reporting, we may not be able to accurately or timely report our financial position or results of operations, which may adversely affect our business and stock price or cause our access to the capital markets to be impaired.
We have identified material weaknesses in our internal controls over financial reporting which were initially disclosed as of December 31, 2023, and these material weaknesses continued to exist as of the end of the most recent reporting period. A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses we identified are:
Risk Assessment – We did not design and implement an effective risk assessment based on the criteria established in the COSO framework. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives, (iii) contemplating fraud risks, and (iv) identifying and assessing changes in the business that could impact our system of internal controls.
Control Activities – We did not design and implement effective control activities based on the criteria established in the COSO framework. We have identified deficiencies in the principles associated with the control activities component of the COSO framework. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) selecting and developing control activities and information technology that contribute to the mitigation of risks and support achievement of objectives; and (ii) deploying control activities through policies that establish what is expected and procedures that put policies into action.
The following deficiencies, individually and in the aggregate, contributed to material weaknesses in control activities, including:
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Monitoring – We did not design and implement effective monitoring activities based on the criteria established in the COSO framework. We have identified deficiencies in the principles associated with the monitoring component of the COSO framework. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) selecting, developing, and performing ongoing evaluation to ascertain whether the components of internal controls are present and functioning; and (ii) evaluating and communicating internal control deficiencies in a timely manner to those parties responsible for taking corrective action.
Control Environment – We did not maintain an effective control environment based on the criteria established in the COSO framework. We have identified deficiencies in the principles associated with the control environment of the COSO framework. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) appropriate organizational structure, reporting lines, and authority and responsibilities in pursuit of objectives; and (ii) establishing a control environment and holding individuals accountable for their internal control related responsibilities.
We did not design or maintain an effective control environment to enable the identification and mitigation of risks of accounting errors based on the contributing factors to material weaknesses in the control environment, including:
Information and Communication – We did not generate or provide adequate quality supporting information and communication based on the criteria established in the COSO framework. We have identified deficiencies in the principles associated with the information and communication component of the COSO framework. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) obtaining, generating, and using relevant quality information to support the function of internal control; and (ii) communicating accurate information internally and externally, including providing information pursuant to objectives, responsibilities, and functions of internal control.
Our plan to remediate such material weaknesses includes:
We are committed to remediating these material weaknesses to address deficiencies identified, as further described in Part II "Item 9A. Controls and Procedures" of this Annual Report on Form 10-K. The implementation of these remediation measures continues to progress and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of financial reporting cycles. As a result, the timing of when we will be able to fully remediate the material weaknesses is uncertain.
Implementing any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify our existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business. In addition, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our products and services to new and existing customers.
We cannot assure that these measures will significantly improve or remediate these material weaknesses. If the steps we take do not remediate the material weaknesses in a timely manner, there could be a reasonable possibility that these control deficiencies or others may result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis. This, in turn, could jeopardize our ability to comply with our reporting obligations, limit our ability to access the capital markets and adversely impact our stock price.
Our independent registered public accounting firm was not required to perform an audit of our evaluation of our internal control over financial reporting as of December 31, 2025 in accordance with the provisions of the Sarbanes-Oxley Act.
We are an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, and we intend to take advantage of certain exemptions from disclosure requirements available to emerging growth companies and/or smaller reporting companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with that of other public companies.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
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growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparability of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the effectiveness of our registration statement on Form S-4 in connection with the Business Combination, (b) in which we have total annual revenue of at least $1,235,000,000, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the shares of Class A Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, and (ii) our annual revenue exceeded $100 million during such completed fiscal year or the market value of the shares of Class A Common Stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
We have incurred, and will continue to incur, significant costs as a result of operating as a public company.
We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of Nasdaq and other applicable securities laws and regulations. For example, the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business, financial condition, and results of operations. We have incurred, and will continue to incur, significant legal, financial and other expenses as a result of compliance with these rules and regulations and will continue to increase demand on our systems, particularly after we are no longer an emerging growth company. In addition, as a public company, we may be subject to stockholder activism, which can lead to additional substantial costs, distract management, and impact the manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in this Annual Report and in our other Exchange Act reports, proxy statements, and other public filings, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors. These rules and regulations have increased our legal and financial compliance costs and made some activities more difficult, time-consuming, and costly.
In addition, as a public company our costs related to directors and officers liability insurance have increased, and, in the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. We may be required to expand our employee base and hire additional employees to support our operations as a public company, which would increase our operating costs in future periods. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our securities, fines, sanctions, and other regulatory action and potentially civil litigation. These factors may therefore strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members and executive officers.
Risks Related to Ownership of Our Securities
The price of our securities may be volatile.
The market price of our securities has previously and in the future may continue to fluctuate significantly, depending on many factors, some of which may be beyond our control, including:
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Low trading volume and public float of our securities may amplify the effect of the above factors on our securities’ price volatility.
Stock markets in general can experience volatility that is unrelated to the operating performance of a particular company. These broad market fluctuations could adversely affect the trading price of our securities.
If analysts do not publish research about our business or if they publish inaccurate or unfavorable research, the price and trading volume of the Company’s securities could decline.
The trading market for the Company’s securities will depend in part on the research and reports that analysts publish about our business. We will not have any control over these analysts, and the analysts who publish information about us may have relatively little experience with the Company or its industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. If few or no securities or industry analysts cover us, if one or more of the analysts who cover us ceases coverage of us or fails to publish reports on us regularly, the trading price for the Company’s securities would be negatively impacted. If one or more of the analysts who cover us downgrades the Company’s securities or publishes inaccurate or unfavorable research about our business, the price of the Class A Common Stock would likely decline.
There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
Our continued eligibility for listing on Nasdaq depends on our ability to continue to meet Nasdaq’s listing standards, including the Company having a minimum bid price, level of publicly held shares, and market value. If Nasdaq delists our securities from trading on its exchange for failure to meet the listing standards, the Company and its stockholders could face significant material adverse consequences including:
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The Warrant Exchange may result in the delisting of the Warrants from Nasdaq.
As a result of the Warrant Agreement Amendment, the Warrants are not exercisable and the holders of the Warrants have no further rights except to receive shares of Class A Common Stock at the Exchange Ratio on the Exchange Date. Nasdaq may take the position that the Warrants are no longer Warrants because they no longer bear the characteristics of warrants and instead are rights to receive shares of Class A Common Stock. Accordingly, we may be required to meet the initial listing requirements for rights on Nasdaq, which, among other things, requires a minimum number of round lot holders of the rights. We cannot assure you that we would be able to meet the initial listing requirements for rights on Nasdaq, and accordingly, our Warrants, as amended by the Warrant Agreement Amendment, may be delisted from Nasdaq.
If Nasdaq determines that the Warrants are no longer warrants and are instead rights to receive Class A Common Stock and we fail to meet the initial listing requirements for such rights on Nasdaq, the Warrants would be delisted from Nasdaq and we would apply to quote such rights to receive Class A Common Stock on the over-the-counter markets. If this were to occur, holders of Warrants could face significant consequences, including a limited availability of market quotations for the rights and reduced liquidity, which may reduce the trading price of the rights. As a result, if the Warrants are delisted from Nasdaq, our Warrant holders may be unable to sell their Warrants at attractive prices or at all, and may be forced to hold the Warrants until the Exchange Date.
An active trading market for our Class A Common Stock may not be sustained, and you may not be able to resell your Class A Common Stock at the time when you want.
Although our Class A Common Stock is listed on Nasdaq, an active trading market for our securities may not be sustained. In the absence of an active trading market for our Class A Common Stock, investors may be unable to sell their shares.
We do not intend to pay cash dividends on our common stock for the foreseeable future.
On September 30, 2024, the Board declared a Stock Dividend of 0.2 shares of Class A Common Stock per share of Class A Common Stock outstanding to stockholders of record as of December 10, 2024. The Stock Dividend was distributed on December 17, 2024. We have not paid any cash dividends on our shares of Class A Common Stock to date. Our Series B Preferred Stock has an annual cumulative dividend rate of 11% of the $5.00 per share liquidation preference, which accrues quarterly. Prior to January 1, 2027, accrued dividends will be paid in the form of shares of Series B Preferred Stock, provided that we may upon two business days’ prior notice pay any quarterly dividend in cash, and we must pay such dividend in cash (or portion thereof) if the issuance of shares, in whole or in part, would require us to obtain shareholder approval under applicable law if such shareholder approval has not been obtained. On and after January 1, 2027, all dividends accrued after such date will be paid in cash. With respect to any dividends not declared and paid in shares or cash, the dollar amount of such dividends will be added to the liquidation preference of each share of Series B Preferred Stock.
Except with respect to quarterly dividends on our Series B Preferred Stock, it is the present intention of the Board to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the Board does not anticipate declaring any cash dividends on our common stock in the foreseeable future. The timing, declaration, amount and payment of future cash or stock dividends to stockholders falls within the discretion of the Board. The Board’s decisions regarding the amount and payment of future dividends will depend on many factors, including our financial condition, earnings, capital requirements of our business and covenants associated with debt obligations, as well as legal requirements, regulatory constraints, industry practice and other factors that the Board deems relevant. Further, our ability to declare dividends may be limited by the terms of financing or other agreements entered into by us or our subsidiaries from time to time, including certain consent rights in connection with the Strategic Investment. There can be no assurance that we will pay any dividend.
The Demerau family controls over 50% of our voting power and is able to exert significant influence over stockholder decisions because of its share ownership.
Holders of Class A Common Stock and Class B Common Stock are entitled to cast one vote per share of on all matters to be voted on by stockholders. Generally, holders of all classes of Common Stock vote together as a single class. As of the date of this Annual Report, Infinite Acquisitions holds approximately 30% of the voting power of the Common Stock and therefore has the ability to significantly influence the vote outcome of most matters submitted to stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, Katmandu Ventures, LLC holds approximately 22% of the
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voting power of the Common Stock, and together with Infinite Acquisitions can control the vote outcome of matters submitted to stockholders for approval. Both Katmandu Ventures, LLC and Infinite Acquisitions are controlled by members of the Demerau family and may have interests that conflict with other stockholders, and may vote its shares in a way that other stockholders do not view as beneficial. Additionally, Infinite Acquisitions’ concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that other stockholders support.
Cecil D. Magpuri, our Chief Executive Officer, controls over twenty percent of our voting power and is able to exert significant influence over the direction of our business.
Cecil D. Magpuri, our Chief Executive Officer, has voting and investment control over approximately 22% of the shares of Common Stock, by virtue of his beneficial ownership of CilMar Ventures, LLC, Series A. As our Chief Executive Officer, Mr. Magpuri has significant control over the day-to-day management and the implementation of major strategic decisions of the Company, subject to authorization and oversight by the Board including our Executive Chairman, Scott Demerau. As a board member and officer, Mr. Magpuri owes a fiduciary duty to our stockholders and must act in good faith and in a manner reasonably believed to be in the best interests of stockholders. However, he will still be entitled to vote the shares over which he has voting control, which may be in a manner that other stockholders do not support. Mr. Magpuri’s ownership, together with the significant ownership of Infinite Acquisitions and Katmandu Ventures, LLC described above, represents a high concentration of stock in a limited number of stockholders, and together they will have the ability to control any corporate action requiring stockholder approval, even if the outcome sought by such stockholders is not in the interest of our other stockholders. In addition, the significant concentration of stock ownership may adversely affect the value of our common stock due to a resulting lack of liquidity or a perception among investors that conflicts of interest may exist or arise.
Delaware law and the Charter and Bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
The Charter, Bylaws and the DGCL contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of Class A Common Stock, and therefore depress the trading price. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the incumbent members of the Board or taking other corporate actions, including effecting changes in our management. Among other things, the Charter and Bylaws include provisions that:
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These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management.
The provisions of the Charter requiring exclusive forum in the Court of Chancery of the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
The Charter requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware (the “Chancery Court”) and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to the personal jurisdiction of the Chancery Court and having service of process made upon such stockholder in any such action on such stockholder’s counsel. Any person or entity purchasing or otherwise acquiring any interest in shares of the Company’s capital stock shall be deemed to have notice of and consented to the forum provisions in its certificate of incorporation. Notwithstanding the foregoing, the Charter provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. However, there is uncertainty as to whether a court would enforce the exclusive forum provisions relating to causes of actions arising under the Securities Act.
Although we believe this exclusive forum provision will benefit us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, it may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Charter to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.
The Company may be subject to securities class action litigation, which may harm its business and operating results.
Companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. The Company may be the target of this type of litigation in the future. Securities litigation against the Company could result in substantial costs and damages and divert the Company’s management’s attention from other business concerns, which could seriously harm the Company’s business, results of operations, financial condition or cash flows.
The Company may also be called on to defend itself against lawsuits relating to its business operations. Some of these claims may seek significant damages amounts. Due to the inherent uncertainties of litigation, the ultimate outcome of any such proceedings cannot be accurately predicted. A future unfavorable outcome in a legal proceeding could have an adverse impact on the Company’s business, financial condition and results of operations. In addition, current and future litigation, regardless of its merits, could result in substantial legal fees, settlements or judgment costs and a diversion of the Company management’s attention and resources that are needed to successfully run the Company’s business.
The Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with our Company.
The Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our Warrants shall be deemed to have notice of and to have consented to the forum provisions in our Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York
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in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Warrant holder in any such enforcement action by service upon such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.
This choice-of-forum provision may limit a Warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
The Series B Preferred Stock may be converted automatically, at a time that is disadvantageous to holders; holders have no ability to elect to convert the Series B Preferred Stock.
Pursuant to the Certificate of Designation for the Series B Preferred Stock, we can convert automatically all of the shares of Series B Preferred Stock into shares of Class A Common Stock, without any action on the part of the holders at the applicable conversion rate, following the date that is the third anniversary of the original issuance date of the Series B Preferred Stock, if at any time volume weighted average sale price of the Class A Common Stock equals or exceeds $10.00 for at least 21 trading days during a period of 30 consecutive trading days ending on the trading day immediately prior to the date of determination. Holders of Series B Preferred Stock have no ability to elect to convert shares of Series B Preferred Stock into shares of Class A Common Stock. If the Series B Preferred Stock is automatically converted, holders will receive shares of Class A Common Stock at the then-applicable conversion rate. The Series B Preferred Stock may be converted at a time that is disadvantageous to the holders of shares of Series B Preferred Stock. The value of the Class A Common Stock received upon such conversion may be less than the value that holders would have received if they had sold their Series B Preferred Stock.
The Series B Preferred Stock is equity and is subordinate to the Company’s existing and future indebtedness.
Our Series B Preferred Stock are equity interests and does not constitute indebtedness of the Company or any of its subsidiaries. As a result, any Series B Preferred Stock ranks junior to all of the Company’s and its subsidiaries’ existing and future indebtedness and other non-equity claims with respect to assets available to satisfy claims against the Company, including claims in the event of the Company’s liquidation. If the Company is forced to liquidate its assets to pay its creditors, the Company may not have sufficient funds to pay amounts due on any or all of the Series B Preferred Stock or any other series of its preferred stock then outstanding.
The Company has approximately $15.6 million of outstanding indebtedness as of December 31, 2025. The terms of the Series B Preferred Stock will not restrict the Company’s business or operations, nor will they restrict the Company’s ability to incur indebtedness or engage in any transactions, subject only to the specified voting rights of the Series B Preferred Stock described in the Certificate of Designation relating to the Series B Preferred Stock.
The Series B Preferred Stock may be junior to other preferred stock the Company may issue in the future.
The Series B Preferred Stock may be junior as to payment of dividends to any future series of preferred stock that the Company may issue (with the requisite vote or consent of the holders of the Series B Preferred Stock and all other series of parity stock that the Company have issued or may issue with like voting rights, voting together as a single class) in the future that is expressly stated to be senior to the applicable series of preferred stock as to payment of dividends and the distribution of assets upon liquidation or winding up of the Company. If at any time the Company has failed to pay, on the applicable payment date, accrued dividends on any of those shares that rank senior in priority with respect to dividends, the Company may not pay any dividends on the applicable series of preferred stock or redeem or otherwise repurchase any shares of such series of preferred stock until the Company has paid or set aside for payment the full amount of the unpaid dividends on the shares that rank senior in priority with respect to dividends that must, under the terms of such shares, be paid before the Company may pay dividends on, or redeem or repurchase, the applicable series of preferred stock. In addition, in the event of any liquidation or winding up of the Company, holders of a series of preferred stock will not be entitled to receive the liquidation preference of their shares until the Company has paid or set aside an amount sufficient to pay in full the liquidation preference of any class or series of the Company’s capital stock ranking senior as to rights upon liquidation or winding up.
The Series B Preferred Stock will rank junior to all of the Company’s and its subsidiaries’ liabilities in the event of a bankruptcy, liquidation or winding-up.
In the event of bankruptcy, liquidation or winding-up, the Company’s assets will be available to pay obligations on the Series B Preferred Stock only after all of the Company’s liabilities have been paid. In addition, the Series B Preferred Stock effectively ranks junior to all existing and future liabilities of the Company and its subsidiaries. The rights of holders of the Series B Preferred Stock to participate in the assets of the Company and its subsidiaries upon any liquidation or reorganization of any subsidiary will rank junior to the prior
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claims of creditors. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining, after paying the Company’s liabilities and the Company’s subsidiaries’ liabilities, to pay amounts due on the Series B Preferred Stock.
The Series B Preferred Stock is perpetual in nature.
The shares of Series B Preferred Stock represent a perpetual interest in the Company and, generally, will not give rise to a claim for payment of a principal amount or liquidation preference at a particular date. As a result, the holders of the Series B Preferred Stock may be required to bear the financial risks of an investment in the Series B Preferred Stock for an indefinite period of time.
An active trading market for the Series B Preferred Stock may not develop or continue, and the market price and trading volume of the Series B Preferred Stock may fluctuate significantly.
Since the Series B Preferred Stock has no stated maturity date and holders have no ability to elect to convert the Series B Preferred Stock into Class A Common Stock, investors seeking liquidity will be limited to selling their shares in the secondary market. The Company cannot assure you that an active trading market in the Series B Preferred Stock will develop or, even if it develops, the Company cannot assure you that it will last, in which case the market price of the Series B Preferred Stock could be materially and adversely affected and your ability to transfer a holder's shares of Series B Preferred Stock will be limited.
If an active trading market does develop, a number of factors may adversely influence the price of the Series B Preferred Stock in public markets, including the Company’s history of paying dividends on the preferred stock, variations in the Company’s financial results, the market for similar securities, investors’ perceptions of the Company, the Company’s issuance of additional preferred equity or indebtedness and general economic, industry, interest rate and market conditions. Because the Series B Preferred Stock carries a fixed dividend rate, its value in the secondary market will be influenced by changes in interest rates and will tend to move inversely to such changes. In particular, an increase in market interest rates will result in higher yields on other financial instruments and may lead purchasers of Series B Preferred Stock to demand a higher yield on the price paid for the Series B Preferred Stock, which could adversely affect the market price of the Series B Preferred Stock. Furthermore, the daily trading volume of the Series B Preferred Stock may be lower than the trading volume of other securities. As a result, investors who desire to liquidate substantial holdings of the Series B Preferred Stock at a single point in time may find that they are unable to dispose of their shares in the market without causing a substantial decline in the market price of such shares.
Additionally, we expect to apply to list our Series B Preferred Stock on Nasdaq. Our eligibility for listing on Nasdaq depends on our ability to initially meet and continue to meet Nasdaq’s listing standards, including the Company having a minimum bid price, level of publicly held shares, and market value. We cannot assure you that we will be able to meet the initial listing requirements and even if our Series B Preferred Stock is listed on Nasdaq, we cannot assure you that our Series B Preferred Stock will continue to be listed on Nasdaq.
The market price of the Series B Preferred Stock will be directly affected by the market price of the Class A Common Stock, which may be volatile.
To the extent that a secondary market for the Series B Preferred Stock develops, the market price of the Series B Preferred Stock will be significantly affected by the market price of the Class A Common Stock. The Company cannot predict how shares of Class A Common Stock will trade in the future. This may result in greater volatility in the market price of the Series B Preferred Stock than would be expected for nonconvertible preferred stock.
Holders of Series B Preferred Stock may have to pay taxes if the Company adjusts the conversion rate of the Series B Preferred Stock in certain circumstances, even though such holders would not receive any cash.
Upon certain adjustments to (or certain failures to make adjustments to) the conversion rate of the Series B Preferred Stock, holders of Series B Preferred Stock may be deemed to have received a distribution from the Company, resulting in taxable income to them for U.S. federal income tax purposes, even though holders would not receive any cash in connection with such adjustment to (or failure to adjust) the conversion rate. If you are a non-U.S. holder of the Series B Preferred Stock, any deemed dividend may be subject to U.S. federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty. Please consult your tax advisor regarding the U.S. federal income tax consequences of an adjustment to the conversion rate of the Series B Preferred Stock.
Holders of Series B Preferred Stock may have to pay taxes if the Company makes distributions of additional Series B Preferred Stock on the Series B Preferred Stock, even if holders do not receive any cash.
Pursuant to the terms of the Series B Preferred Stock, the Company has made and, until January 1, 2027, expects to continue to make, distributions on the Series B Preferred Stock in the form of additional shares of Series B Preferred Stock rather than cash. Although it
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is not free from doubt, the Company expects such distributions generally to be tax-free for U.S. federal income tax purposes, provided that the Company does not have outstanding indebtedness that is convertible into common stock, other equity linked securities, or any class of stock in which the holders of the Series B Preferred Stock do not participate in dividends, and cash payments are made or accrued on such instruments. The IRS, however, may disagree with our tax analysis and take the position that distributions in the form of additional shares of Series B Preferred Stock will be subject to tax in the same manner as cash distributions. If such position is successful or certain unexpected circumstances occur, in years of distributions in which the Company has current or accumulated earnings and profits, holders of Series B Preferred Stock will generally recognize dividend income in an amount equal to the fair market value of the additional shares of Series B Preferred Stock received in connection with such distributions. In such a case, a holder’s tax liability may exceed the cash such holder receives with respect to its investment in the Series B Preferred Stock. Thus, holders of the Series B Preferred Stock would be required to use funds from other sources to satisfy their tax liabilities arising from their ownership of the Series B Preferred Stock. In addition, if you are a non-U.S. holder of the Series B Preferred Stock, any such dividend may be subject to U.S. federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty. Please consult your tax advisor regarding the material U.S. federal income tax considerations of distributions on the Series B Preferred Stock.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
We recognize the importance of cybersecurity risk and the protection of information across our enterprise and have been working towards the
We rely on third parties for a significant portion of our information technology functions and conduct periodic risk assessments with assistance from a
Governance
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Item 2. Properties
Our corporate headquarters are located at 1768 Park Center Drive, Orlando, Florida, 32835, consisting of approximately 9.59 acres and a 53,600 square foot office building.
Our parks, hotels and other properties of the Company and its joint ventures are described under the section entitled “Falcon’s Beyond Destinations.” The table below provides a brief description of other properties owned or leased by the Company and its joint ventures.
Location |
|
Approximate |
|
Use |
|
Business Segment |
Calvià, Mallorca (Spain) |
|
15,205 m2 |
|
Owned Property Sol Katmandu Park and Resort* |
|
Falcon’s Beyond Destinations |
Calvià, Mallorca (Spain) |
|
6,600 m2 |
|
Leased Golf Course* |
|
Falcon’s Beyond Destinations |
Orlando, Florida (headquarters) |
|
53,600 ft2 |
|
Office Space |
|
Falcon’s Creative Group |
Makati City, Manila (Philippines) |
|
6,772 ft2 |
|
Leased Office Space |
|
Falcon’s Creative Group |
Orlando, Florida |
|
103,722 ft2 |
|
Warehouse |
|
Falcon's Attractions |
* Owned through joint venture
Item 3. Legal Proceedings
The Company is named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of business. The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss.
As previously disclosed on March 27, 2024, a lawsuit was filed against the Company by Guggenheim Securities, LLC (“Guggenheim”) in which Guggenheim alleges that the Company owes certain fees and expenses of $11.1 million for services allegedly performed by Guggenheim in connection with the Business Combination consummated on October 6, 2023 (the “Guggenheim Complaint”). The Company has denied all liability in response to the Guggenheim Complaint. In addition, the Company has filed counterclaims against Guggenheim for fraud, breach of contract, breach of fiduciary duty, and equitable recession. Guggenheim has denied all liability as to those counterclaims. On June 30, 2025, Guggenheim filed a Notice of Issue and Certificate of Readiness for trial, but discovery has not been concluded and Falcon's moved to strike it. Solely as part of the Company’s accounting approach to transaction expenses related to the Business Combination, prior to the Company’s receipt of the Guggenheim Complaint, the Company accrued $11.1 million as of December 31, 2025 and 2024, with respect to the alleged amended engagement agreement with Guggenheim. The Company intends to vigorously defend itself against the claims alleged in the Guggenheim Complaint and contest the amounts Guggenheim asserts are owed, and to pursue damages based on the Company's amended counterclaims.
On July 29, 2025, the Company received a Summons to answer a Motion for Summary Judgment in Lieu of Complaint filed in the Supreme Court of the State of New York, New York County (the "Motion”) from FAST Sponsor II LLC (“FAST”) in which FAST alleged that the Company owes FAST payment for principal, interest, and penalties of $9.1 million for two separate loans relating to the Company’s deSPAC transaction that closed in October, 2023. The Company and FAST entered into a Confidential Settlement Agreement and Release, dated as of November 26, 2025, pursuant to which the Company paid an upfront settlement payment of $2.5 million on December 1, 2025, and agreed to pay a deferred settlement payment of $7.0 million on or before January 31, 2027. On February 20, 2026, the Company and FAST filed a Stipulation of Discontinuance and Order with the Supreme Court of the State on New York, New York County.
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FAST Sponsor II Settlement
On November 26, 2025, the Company entered into a settlement agreement with FAST with respect to the ongoing action, FAST Sponsor II LLC v. Falcon’s Beyond Global, LLC, Index No. 654438/2025, filed by FAST on July 25, 2025 in the Supreme Court of the State of New York, New York County, in which FAST alleged that the Company owes FAST payment for principal, interest, and penalties of $9.1 million for two separate term loans (the “Action”).
The Settlement Agreement settles all claims on any legal or equitable theory arising out of, connected with, relating to, depending on or derivative of the subject matter of the Action, in consideration of (i) an up front settlement payment of $2,500,000, to be paid by the Falcon Parties to FAST within two business days of the execution of the Settlement Agreement (the “Up Front Settlement Payment”), (ii) a deferred settlement payment of $7.0 million, to be paid by the Falcon Parties to FAST on or before January 31, 2027 (the “Deferred Settlement Payment”, and together with the Up Front Settlement Payment, the “Settlement Payments”), with ratable decreases for early payment provided that the Deferred Settlement Payment will never be less than $6.0 million, and if the Deferred Settlement Payment is not paid on or before January 31, 2027, it will accrue interest at a rate of 10.75% per annum until paid, and (iii) upon receipt by FAST of payment in full of the Settlement Payments, the forfeiture and assignment to the Company of all securities held by FAST as of the date of the Settlement Agreement, which includes 135,000 shares of the Company’s Class A common stock and 600,000 shares of the Company’s Class A common stock held in escrow (the “FAST Securities”), and FAST agreed to subject the FAST Securities to transfer restrictions until such forfeiture or an earlier Event of Default (as defined below). The Up Front Settlement Payment was paid on December 1, 2025.
Pursuant to the Settlement Agreement, the Falcon Parties agreed to place certain distributions made by Producciones de Parques, S.L. and Fun Stuff, S.L. to the Falcon Parties in respect of (x) a tax refund from the Spanish Tax Administration Agency in respect of the previously-announced sale of the equity interests in Tertian XXI, SL, which owned the real estate assets comprising a resort hotel in Tenerife, Spain, and/or (y) a sale, directly or indirectly, of the Company’s hotel resort ant theme park located in Mallorca, Spain, in each case up to the amount of all unpaid Settlement Payments, into escrow as an express trust for the benefit of FAST and to grant FAST a first priority security interest in such distributions, to pledge to FAST all of the Falcon Parties’ equity interests in Katmandu Group, LLC to secure such distributions, and other covenants relating to the payment of such distributions into such escrow account.
The Settlement Agreement requires the parties to file a joint stipulation of dismissal of the Action without prejudice upon the latest of the payment of the Up Front Settlement Payment and the execution of the security agreement and instructions with respect to the distributions described above. The Settlement Agreement also includes mutual releases of the parties and each of their parents, subsidiaries, predecessors, successors, assigns, assignees, divisions, departments, subdivisions, joint ventures, shareholders, members, present and former officers, directors, attorneys, agents, and employees, which will take effect on the 91st day after receipt in full of the Deferred Settlement Payment. In the event that the Deferred Settlement Payment is not paid in full on or before January 31, 2027 (an “Event of Default”), the Settlement Agreement provides that such releases will be void, FAST will no longer be required to forfeit the FAST Securities or subject them to transfer restrictions, and both FAST and the Falcon Parties will be entitled to re-assert their claims against each other.
On February 20, 2026, the parties filed a Stipulation of Discontinuance and Order with the Supreme Court of the State of New York, New York County.
Item 4. Mine Safety Disclosures.
Not applicable.
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Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.
Market Information
Our Class A Common Stock and Warrants are currently listed on Nasdaq under the symbols “FBYD” and “FBYDW”, respectively. Trading of our Class A Common Stock and Warrants began on October 6, 2023.
Holders
As of March 24, 2026, there were 214 holders of record of our Class A Common Stock, 34 holders of record of our Class B Common Stock and one holder of record of our Warrants. We believe that the actual number of holders of our Class A Common Stock and Warrants is greater than the number of record holders and includes holders of our Class A Common Stock and Warrants whose shares of Class A Common Stock or Warrants are held in street name by brokers and other nominees.
Dividends
On September 30, 2024, the Board declared a Stock Dividend of 0.2 shares of Class A Common Stock per share of Class A Common Stock outstanding to stockholders of record as of December 10, 2024. The Stock Dividend was distributed on December 17, 2024.
Our Series B Preferred Stock has an annual cumulative dividend rate of 11% of the $5.00 per share liquidation preference, which accrues quarterly. Prior to January 1, 2027, accrued dividends will be paid in the form of shares of Series B Preferred Stock, provided that we may upon two business days’ prior notice pay any quarterly dividend in cash, and we must pay such dividend in cash (or portion thereof) if the issuance of shares, in whole or in part, would require us to obtain shareholder approval under applicable law if such shareholder approval has not been obtained. On and after January 1, 2027, all dividends accrued after such date will be paid in cash. With respect to any dividends not declared and paid in shares or cash, the dollar amount of such dividends will be added to the liquidation preference of each share of Series B Preferred Stock.
We have not paid any cash dividends on our shares of common stock to date. Except with respect to quarterly dividends on our Series B Preferred Stock, it is the present intention of the Board to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the Board does not anticipate declaring any dividends on our common stock in the foreseeable future. The payment of cash dividends in the future will be dependent upon our revenue and earnings, if any, capital requirements, and general financial condition. The payment of any cash dividends is within the discretion of the Board. Further, our ability to declare dividends may be limited by the terms of financing or other agreements entered into by us or our subsidiaries from time to time, including certain consent rights in connection with the Strategic Investment.
Recent Sales of Unregistered Securities
All unregistered sales of equity securities during the covered period were disclosed on a Current Report on Form 8-K or a Quarterly Report on Form 10-Q.
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of financial condition and results of operations of the Company is provided to supplement the audited consolidated financial statements and the accompanying notes of the Company as of and for the years ended December 31, 2025, and 2024, included elsewhere in this Annual Report. We intend for this discussion to provide the reader with information to assist in understanding the Company’s audited consolidated financial statements and the accompanying notes, the changes in those financial statements and the accompanying notes from period to period along with the primary factors that accounted for those changes. Certain information contained in this management’s discussion and analysis includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Please see “Cautionary Statement Regarding Forward-Looking Statements and Risk Factor Summary,” in this Annual Report.
Overview of Business
The Company is a visionary entertainment and technology enterprise at the forefront of the global experience economy. We design, develop, engineer, deliver, and commercialize immersive physical and digital experiences for leading brands, developers, and destination operators worldwide, as well as for our own portfolio of entertainment and technology concepts. Our business is built on an integrated experience platform that brings together creative development, proprietary technologies, advanced engineering, IP, and operational execution to enable the repeatable creation, deployment, and scaling of entertainment experiences across multiple formats and locations globally. We operate through three complementary business divisions: Falcon’s Creative Group, Falcon’s Beyond Brands, and Falcon’s Beyond Destinations, each of which serves a distinct role within the Company’s operating model and participates in different stages of value creation within the experience economy. These divisions are conducted through five and four operating segments as of December 31, 2025 and 2024, respectively. FCG provides creative and advisory services including destination strategy, master planning, experiential and attraction design, digital media, interactive software, IP development, and creative guardianship for entertainment and hospitality destinations. FBB, consisting of Falcon's Attractions and FBB, encompasses a broad portfolio of intellectual property, proprietary technologies, and operating businesses that design, engineer, commercialize, and deploy entertainment systems, products, content, and experiences across physical and digital environments. FBD, consisting of PDP, a joint venture between Falcon’s and Meliá, and Destinations Operations, develops, owns, operates, and expands entertainment venues, hospitality experiences, and branded destination concepts across a variety of location‑based formats, utilizing proprietary and third‑party intellectual property.
Our consolidated financial statements have been prepared in accordance with U.S. GAAP. All amounts are shown in thousands of U.S. dollars unless otherwise stated.
The following reflects our results of operations for the years ended December 31, 2025 and 2024.
Recent Developments
Acquisition of OES
In February 2025, the Company hired a team of 29 employees that had previously worked for OES. The employees were hired under customary terms and conditions for newly hired employees and no benefits or obligations from OES were paid or assumed associated with these employees. On May 9, 2025, the Company purchased certain tangible assets and a portfolio of intellectual property, including patented technologies, proprietary engineering and manufacturing processes, from Oceaneering Entertainment Systems (“OES”), a division of Oceaneering International Inc. (“OII”) for $1.6 million cash consideration, the ("OES Acquisition"). The acquisition was completed to expand our attractions services business and was integrated to form Falcon's Attractions segment. The Company also assumed a lease for a 103,000+ square-foot facility to be utilized by the Company for research, development, manufacturing, and integration of attraction sales and services. The Company had an option to acquire vehicle inventory and lifting assets on or before July 23, 2025, for an additional $7.5 million (the "Option”), or pay $0.5 million additional consideration for the May 9th acquisition, if the Company chose not to exercise the option. The Company did not exercise the Option and paid the additional consideration of $0.5 million in January 2026.
Tenerife Sale
PDP is an unconsolidated joint venture with Meliá for the development and operation of hotel resorts and theme parks. The Company has 50% voting rights and shares 50% of profits and losses in this joint venture. At December 31, 2025, PDP operates one hotel resort and theme park located in Mallorca, Spain. PDP operated a second hotel located in Tenerife in the Canary Islands until the sale on May 30, 2025, when PDP sold all of the shares of Tertian XXI, S.L., ("Tertian") a wholly-owned subsidiary of PDP, which owned the real estate assets comprising of the resort hotel in Tenerife ("Tenerife Sale").
The Company received $27.0 million in a cash dividend distribution from PDP as a result of the transaction. PDP recognized a pre tax gain on sale of $60.0 million. The Company recognized its 50% share of the gain of $30.0 million in share of gain from equity method investments included in the consolidated statements of operations and comprehensive income.
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Liquidity and Going Concern
The Company has been engaged in expanding its operations through its equity method investments, developing new product offerings, acquiring businesses, raising capital and recruiting personnel. The Company has incurred a loss from operations, and negative cash flows from operating activities, as it has invested in the integration and growth of the Falcon's Beyond Brands division and the newly acquired OES business. Accordingly, the Company performed an evaluation of its ability to continue as a going concern through at least twelve months from the date of the issuance of these consolidated financial statements.
During 2025, the Company issued $32.5 million of shares of a newly created series of preferred stock designated as “11% Series B Cumulative Convertible Preferred Stock” (the “Series B Preferred Stock”) for $11.8 million in cash and the exchange of $20.5 million of outstanding debt. The $11.8 million in cash was utilized for the expansion of the attractions division.
The Company’s development plans, and investments have been funded by the sale of non-core assets from its equity method investments and a combination of debt and equity investments from its stockholders. During 2025, PDP sold all of the shares of Tertian XXI, S.L., a wholly-owned subsidiary of PDP, which owned the real estate assets comprising the resort hotel at Tenerife. The Company received $27.0 million in a cash dividend distribution from PDP as a result of the transaction, which was used to fund ongoing operations. See "Note 6 - Investments and advances to equity method investments."
The Company is reliant upon its stockholders, and third parties for obtaining additional financing through debt or equity raises, and from distributions from the liquidation of non-core equity method investments and assets, to fund its working capital needs, contractual commitments, and expansion plans. As of December 31, 2025, the Company continues to carry material accrued expenses and accounts payable in relation to its external advisors fees for the 2023 Business Combination. As of December 31, 2025, the Company has a working capital deficiency of $18.1 million including $0.6 million debt that matured on May 16, 2025 and debt coming due of $2.6 million.
The Company does not currently have sufficient cash or liquidity to pay all liabilities that are owed or are maturing in the next twelve months from the financial statement issuance date and fund ongoing operations and therefore concluded that substantial doubt exists about its ability to continue as a going concern. There can be no assurance that additional capital or financing raises, or liquidation of non-core assets and investments, if completed, will provide the necessary funding for the next twelve months from the date of this Annual Report on Form 10-K. This Annual Report on Form 10-K does not reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
Factors that May Influence Future Results of Operations
Our financial results of operations may not be comparable from period to period due to several factors. Key factors affecting the results of operations are summarized below.
Strategic Investment
Our financial results are impacted by the Strategic Investment in FCG. As of July 27, 2023, the date the Company ceased to have a controlling financial interest, FCG was deconsolidated and accounted for as an equity method investment. Until the five-year anniversary of the Strategic Investment, (i) FCG may not make any distributions (except for tax distributions) to any of its members and (ii) FCG will reinvest all of its available cash to support the growth and capacity of FCG and its subsidiaries for any projects, products and purchase orders submitted by QIC to FCG and its subsidiaries. These limitations in the use of available cash restrict FCG’s ability to distribute cash to Falcon’s Opco and, in turn, Falcon’s Opco’s ability to distribute cash to the Company, which could have an adverse impact on the Company’s liquidity and ability to repay its outstanding loans.
Equity Method Investments
Our financial results are impacted by our 50% ownership of the equity interests in two of our unconsolidated joint ventures, PDP and Karnival and our 75% ownership of FCG, all of which are recognized as equity method investments.
We have recognized $17.2 million and $(3.1) million Share of gain (loss) from equity method investments, including impairment of the PDP joint venture of $(5.3) million and the Karnival joint venture of $(3.0) million in 2025, for the years ended December 31, 2025 and 2024, respectively.
The Company has a 50% interest in Karnival, a joint venture established with Raging Power Limited. The purpose of the joint venture was to hold ownership interests in entities developing and operating amusement centers located in the People’s Republic of China. In October 2025, the Company and its joint venture partners agreed to terminate this project and windup the joint venture due to protracted delays in the underlying location development schedule. The results of operations for Karnival are immaterial for the years ended December 31, 2025, and 2024.
56
The carrying value of our investments and advances as of December 31, 2025, was comprised of approximately $17.8 million for FCG, $28.6 million for PDP and $4.2 million for Karnival.
The carrying value of our investments and advances as of December 31, 2024, was comprised of approximately $25.0 million for FCG, $24.4 million for PDP and $7.1 million for Karnival.
Timing of Current Projects and Future Geographic and Product Expansion
Our financial results and liquidity needs vary from quarter-to-quarter or year-to-year depending on the timing of:
Further, our success depends substantially on our ability to accurately predict and adapt to changing consumer tastes and preferences. Consumer tastes and preferences impact and will impact, among other items, revenues from affiliate fees, licensing fees and royalties, critical and commercial success of our planned entertainment offerings, theme park admissions, hotel room charges or sales of our other consumer products and services.
Risks Associated with Future Results of Operations
For additional information on the risks associated with future results of operations, please see Item 1A. Risk Factors of this Annual Report.
Components of Our Results of Operations
In our FCG segment, FCG generates revenue from creative and advisory services including destination strategy, master planning, experiential and attraction design, digital media, interactive software, IP development, and creative guardianship for entertainment and hospitality destinations. The Falcon's Attractions segment generates revenue from the design, engineering, manufacturing, and sales of proprietary and customized ride systems, attraction hardware, and related technologies. The other FBB segment activity may generate revenue through licensing arrangements, partnerships, and brand extensions across consumer products, digital platforms, and experiential formats. In our Destinations Operations segment, revenues may be generated through the management of resorts and theme parks and incentive fees. PDP revenue may be derived from a combination of management fees, licensing fees, revenue-sharing arrangements, or equity participation.
Project design and build expense
Our Project design and build expenses primarily include project related direct wages, freelance labor and software costs.
Cost of product sales
Our Cost of product sales includes hardware costs.
Selling, general and administrative expense
Our Selling, general and administrative expenses include payroll, payroll taxes and benefits for non-project related employee salaries, taxes, and benefits as well as technology infrastructure, marketing, occupancy, finance and accounting, legal, human resources, and corporate overhead expenses.
Transaction (credit) expenses
Transaction (credit) expenses include credits from transaction expense settlement and expenses for professional services directly related to business combinations and capital raise initiatives.
57
Research and development expense
Much of our intellectual property has been developed and tested in-house. We have established a team to develop the full slate of software, hardware and systems that power our products, integrating product management, engineering, analytics, data science, and design. Research and development expenses primarily consist of internal labor involved in research and development activities primarily related to the development of new FBB products across a broad range of sectors (e.g., physical theme parks, ride systems, media content and consumer merchandise), as well as development of the new asset-efficient strategy in our FBD business. Research and development expenses are expensed in the period incurred. We expect expenses to increase in future periods as we continue to invest in research and development activities to achieve our operational and commercial goals. See “Item 1. Business – Intellectual Property Research and Development” for more information.
Depreciation and amortization expense
We incurred depreciation expenses for property and equipment utilized in the operation of our businesses. We incurred amortization expense for finite-lived intangible assets, comprising of developed technology, trade names and trademarks, OES trade name and software rights, and right-of-use assets for our finance lease.
Share of gain (loss) from equity method investments
Our Share of gain (loss) from equity method investments represents our proportional share of net earnings or losses of our unconsolidated joint ventures.
Our parks and resorts, which operated within our unconsolidated joint ventures, generated revenue through the sales of hotel rooms, park admissions, food and beverage, merchandise, and ancillary services, and the principal costs of parks and resorts were employee wages and benefits, advertising, maintenance, utilities, and insurance. Factors that have affected these costs have included fixed operating costs, competitive wage pressures, food, beverage and merchandise costs, costs for construction, repairs and maintenance and inflationary pressures.
FCG generates revenues from master planning, attraction design, experiential entertainment, content production, interactives, and software. The principal costs of these services are project design and build expense, employee wages and benefits, research and development, sales and marketing, depreciation and amortization, software costs, legal fees, consultant fees, and occupancy costs.
The Company monitors the equity method investments for impairment and records reductions in their carrying value if the carrying amount of an investment exceeds its fair value. An impairment charge is recorded when such impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, we consider our ability and intent to hold the investment until the carrying amount is fully recovered. There were $8.3 million and $0 in impairment losses recognized for investments in equity method investments during the year ended December 31, 2025 and 2024, respectively. See "Note 6 – Investments and advances to unconsolidated joint ventures" in the Company’s audited consolidated financial statements.
Interest expense
Our Interest expense consists of the interest on our debt instruments generated by related party and third-party loans and lines of credit used primarily to fund working capital and operations. See "Note 11 – Long-term debt and borrowing arrangements" in the Company’s audited consolidated financial statements for a description of our indebtedness and “Liquidity and Capital Resources” below.
Change in fair value of warrant liabilities
Prior to January 14, 2025, the warrants were classified as a liability and measured at fair value, with changes in fair value included in the consolidated statements of operations and comprehensive income. The warrant agreement was amended effective January 14, 2025. The amendment provides for the mandatory exchange of the warrants for shares of Class A Common Stock at an exchange ratio of 0.25 shares of Class A Common Stock per warrant, on October 6, 2028. The warrants will not be exercisable and the holders of the warrants will have no further rights except to receive shares of Class A Common Stock on October 6, 2028.
The remaining warrants meet the requirements for equity classification after the amendment. The Company adjusted the fair value of the warrants a final time on January 14, 2025, immediately prior to the amendment effective date. The total adjusted liability balance was reclassified into equity on January 14, 2025. After the reclassification to equity, the warrants do not require subsequent fair value measurement.
58
Change in fair value of earnout liabilities
At the closing of the Business Combination, pursuant to the Merger Agreement, certain holders were entitled to receive up to a total of 1,937,500 and 75,562,500 contingent earnout shares in the form of Class A Common Stock and Class B Common Stock, respectively. The earnout shares were deposited into escrow and are to be earned, released and delivered upon satisfaction of, or forfeited and canceled up on the failure of certain milestones. Prior to September 30, 2024, the earnout shares were classified as a liability and measured at fair value, with changes in fair value included in the results of operations.
On September 30, 2024, earnout participants agreed to forfeit all remaining earnout shares held in escrow, which were to be released and earned based on meeting EBITDA and revenue targets. An aggregate of 437,500 shares of Class A common stock and 17,062,500 shares of Class B common stock and an equal number of Falcon’s Opco units were forfeited in connection with the earnout shares forfeiture.
The forfeiture is treated as a modification of the original earnout agreement. The remaining earnout shares which are to be released and earned based on the Company’s stock price meet the requirements for equity classification after the modification. The Company adjusted the fair value of the earnout shares a final time on September 30, 2024, immediately prior to the modification. The total adjusted liability balance, including the amount associated with the forfeited earnout shares, was reclassified into equity as of September 30, 2024.
Prior to reclassification into equity, the fair value of the earnout liability was $250.1 million as of September 30, 2024. For the year ended December 31, 2024, the Company recognized $172.3 million of gain related to the change in fair value of earnout liabilities included in the consolidated statements of operations and comprehensive income. After the reclassification to equity, the earnout shares will not require subsequent fair value measurement.
Foreign exchange transaction gain (loss)
Our Foreign exchange transaction gain (loss) include our transactional gains and losses on the settlement or re-measurement of our non-functional currency denominated assets and liabilities. Since we conduct business in jurisdictions outside of the United States, we generate realized and unrealized transactional foreign exchange gains and losses from the remeasurement of U.S. dollar denominated cash and debt balances held by Fun Stuff, our Euro functional currency subsidiary, and the settlement of vendor balances denominated in non-functional currencies. As the U.S. dollar strengthens against the Euro, we record realized and unrealized foreign exchange losses; as the U.S. dollar weakens against the Euro, we record realized and unrealized foreign exchange gains.
Gain on bargain purchase of OES Acquisition
Gain on bargain purchase is the excess of the fair value of the identifiable assets acquired and liabilities assumed in the OES Acquisition over the purchase price.
Income tax
The Company is treated as a corporation for U.S. federal and state income tax purposes and is subject to U.S. federal and state income taxes, in addition to local and foreign income taxes, with respect to its allocable share of taxable income generated by Falcon’s Opco. Falcon’s Opco is organized as a limited liability company taxed as a partnership. The consolidated financial statements of Falcon’s Opco do not include a provision for federal or state income tax expense or benefit as our taxable income or loss is included in the tax returns of Falcon’s Opco’s members. Our foreign subsidiaries and unconsolidated joint ventures are subject to tax in their local jurisdiction and we record a provision for income tax expense or benefit where applicable.
59
Results of Operations
The following comparisons are historical results and are not indicative of future results, which could differ materially from the historical financial information presented.
The following table summarizes our results of operations for the following periods:
|
|
Year ended |
|
|||||||||
|
|
December 31, |
|
|
December 31, |
|
|
Change |
|
|||
Revenue |
|
$ |
14,896 |
|
|
$ |
6,745 |
|
|
$ |
8,151 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|||
Project design and build expense |
|
|
2,373 |
|
|
|
— |
|
|
|
2,373 |
|
Cost of product sales |
|
|
1,579 |
|
|
|
— |
|
|
|
1,579 |
|
Selling, general and administrative expense |
|
|
25,496 |
|
|
|
22,408 |
|
|
|
3,088 |
|
Transaction (credit) expenses |
|
|
(1,692 |
) |
|
|
7 |
|
|
|
(1,699 |
) |
Credit loss expense |
|
|
— |
|
|
|
12 |
|
|
|
(12 |
) |
Research and development |
|
|
199 |
|
|
|
179 |
|
|
|
20 |
|
Depreciation and amortization expense |
|
|
349 |
|
|
|
6 |
|
|
|
343 |
|
Loss from operations |
|
|
(13,408 |
) |
|
|
(15,867 |
) |
|
|
2,459 |
|
Share of gain (loss) from equity method investments |
|
|
16,959 |
|
|
|
(3,121 |
) |
|
|
20,080 |
|
Interest expense |
|
|
(3,384 |
) |
|
|
(1,898 |
) |
|
|
(1,486 |
) |
Interest income |
|
|
12 |
|
|
|
12 |
|
|
|
— |
|
Change in fair value of warrant liabilities |
|
|
2,886 |
|
|
|
(836 |
) |
|
|
3,722 |
|
Change in fair value of earnout liabilities |
|
|
— |
|
|
|
172,270 |
|
|
|
(172,270 |
) |
Foreign exchange transaction gain (loss) |
|
|
2,147 |
|
|
|
(1,077 |
) |
|
|
3,224 |
|
Gain on bargain purchase of OES Acquisition |
|
|
1,098 |
|
|
|
— |
|
|
|
1,098 |
|
Net income before taxes |
|
$ |
6,310 |
|
|
$ |
149,483 |
|
|
$ |
(143,173 |
) |
Income tax benefit (expense) |
|
|
2 |
|
|
|
(2 |
) |
|
|
4 |
|
Net income |
|
$ |
6,312 |
|
|
$ |
149,481 |
|
|
$ |
(143,169 |
) |
Revenue
|
|
Year ended |
|
|||||||||
|
|
December 31, |
|
|
December 31, |
|
|
Change |
|
|||
Revenue transferred over time: |
|
|
|
|
|
|
|
|
|
|||
Shared services |
|
$ |
6,539 |
|
|
$ |
6,249 |
|
|
$ |
290 |
|
Destinations operations services |
|
|
609 |
|
|
|
495 |
|
|
|
114 |
|
Attraction services |
|
|
4,907 |
|
|
|
1 |
|
|
|
4,906 |
|
|
|
$ |
12,055 |
|
|
$ |
6,745 |
|
|
$ |
5,310 |
|
Revenue transferred at a point in time: |
|
|
|
|
|
|
|
|
|
|||
Product sales |
|
|
2,841 |
|
|
|
— |
|
|
|
2,841 |
|
|
|
$ |
14,896 |
|
|
$ |
6,745 |
|
|
$ |
8,151 |
|
Revenue increased for the year ended December 31, 2025, compared to the same period in 2024, primarily driven by new attractions contracts.
Project design and build expense
Project design and build expense increased for the year ended December 31, 2025, compared to the same period in 2024, primarily driven by new attractions service contracts.
Cost of product sales
Cost of product sales increased for the year ended December 31, 2025, compared to the same period in 2024, primarily driven by new attractions sales.
60
Selling, general and administrative expense
Selling, general and administrative expense increased for the year ended December 31, 2025, compared to the same period in 2024, primarily driven by a $7.1 million increase in payroll, payroll taxes, and benefits, professional fees, occupancy costs and marketing to support the expansion of the attraction services business and $1.2 million increase in general and administrative expenses. The increase was partially offset by a $2.3 million decrease in payroll, payroll taxes and benefits, $2.3 million decrease in audit and professional services fees and by a $0.6 million credit in full settlement of a claim against a third party network service provider to recover expenses related to a network intrusion.
Transaction (credit) expenses
The Company recognized a transaction credit of $3.6 million for the year ended December 31, 2025 as a result of a transaction expense settlement. The transaction credit was partially offset by $1.9 million transaction expenses for the year ended December 31, 2025 related to a proposed underwritten offering of the Company's Class A common stock during the first quarter in 2025 that was not completed.
Research and Development
Research and development increased for the year ended December 31, 2025, compared to the same periods in 2024, primarily driven by the development of a location based entertainment experience.
Depreciation and amortization expense
Depreciation and amortization expense increased for the year ended December 31, 2025, compared to the same period in 2024, primarily driven by the OES Acquisition. See “Note 3 – Business combination” in the Company's audited consolidated financial statements.
Share of gain (loss) from equity method investments
|
|
Year ended |
|
|||||||||
|
|
December 31, |
|
|
December 31, |
|
|
Change |
|
|||
Share of PDP net income (excluding gain on sale from Tenerife) |
|
$ |
2,363 |
|
|
$ |
2,979 |
|
|
$ |
(616 |
) |
Share of PDP net income from gain on sale of Tenerife |
|
|
30,019 |
|
|
|
— |
|
|
|
30,019 |
|
Impairment of PDP |
|
|
(5,332 |
) |
|
|
— |
|
|
|
(5,332 |
) |
Share of Karnival net income |
|
|
98 |
|
|
|
289 |
|
|
|
(191 |
) |
Impairment of Karnival |
|
|
(3,005 |
) |
|
|
— |
|
|
|
(3,005 |
) |
Share of FCG net loss |
|
|
(7,184 |
) |
|
|
(6,389 |
) |
|
|
(795 |
) |
|
|
$ |
16,959 |
|
|
$ |
(3,121 |
) |
|
$ |
20,080 |
|
Share of gain (loss) gain from equity method investments increased for the year ended December 31, 2025, compared to the same period in 2024 was primarily driven by:
The fair value of the Company’s remaining investment in PDP, which operates one hotel resort and theme park located in Mallorca, Spain, was determined to be below the recorded value. As of June 30, 2025, the Company recognized an other-than-temporary impairment charge of $5.3 million, which is recorded in share of gain (loss) from equity method investments.
The Company recognized its 50% share of PDP’s net income. See “Note 6 – Investments and advances to equity method investments” in the Company's audited consolidated financial statements.
61
|
|
Year ended |
|
|||||||||
|
|
December 31, |
|
|
December 31, |
|
|
Change |
|
|||
Share of FCG net loss |
|
$ |
(791 |
) |
|
$ |
(540 |
) |
|
$ |
(251 |
) |
Preferred unit dividend accretion |
|
|
(3,091 |
) |
|
|
(2,546 |
) |
|
|
(545 |
) |
Basis difference amortization |
|
|
(3,302 |
) |
|
|
(3,303 |
) |
|
|
1 |
|
|
|
$ |
(7,184 |
) |
|
$ |
(6,389 |
) |
|
$ |
(795 |
) |
Interest expense
Interest expense increased for the year ended December 31, 2025, compared to the same period in 2024, primarily driven by the increase in interest rates on both short and long-term debt.
Change in fair value of warrant liability
Gain due to change in fair value of warrant liabilities increased for the year ended December 31, 2025, compared to the same period in 2024, primarily driven by the decrease in the market value of the warrants through January 14, 2025. As of January 14, 2025, all warrants have been reclassified to equity and will not require subsequent fair value measurement. See "Note 15 – Stock warrants" in the Company’s audited consolidated financial statements.
Change in fair value of earnout liability
As of December 31, 2025, all EBITDA and revenue based earnout shares have been earned or forfeited. The remaining earnout shares based on Company stock price targets were reclassified to equity and do not require subsequent fair value measurement. As a result, there was no change in fair value of earnout liabilities incurred for the year ended December 31, 2025.
Gain due to change in fair value of earnout liability for the year ended December 31, 2024, was primarily driven by a decrease in the market price of the Company’s stock between December 31, 2023 and December 31, 2024.
Foreign exchange transaction gain (loss)
Foreign exchange transaction gain increased the year ended December 31, 2025, compared to the same period in 2024. The change is primarily attributable to the foreign exchange gain on U.S. denominated intercompany party debt with a Spanish subsidiary as the U.S. dollar weakened against the Euro during the year ended December 31, 2025, and strengthened against the Euro during the year ended December 31, 2024.
Gain on bargain purchase of OES Acquisition
The fair value of the identifiable assets acquired and liabilities assumed in the OES Acquisition exceeded the fair value of the purchase price. Therefore, the Company recognized $1.1 million gain on bargain purchase of OES Acquisition for the year ended December 31, 2025. See “Note 3 – Business combination" in the Company’s audited consolidated financial statements.
62
Segment Reporting
The following table presents selected information about our segments' results:
|
|
Year ended |
|
|||||||||
|
|
December 31, |
|
|
December 31, |
|
|
Change |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Falcon’s Creative Group |
|
$ |
38,703 |
|
|
$ |
53,159 |
|
|
$ |
(14,456 |
) |
Destinations Operations |
|
|
609 |
|
|
|
495 |
|
|
|
114 |
|
Falcon’s Attractions |
|
|
7,748 |
|
|
|
— |
|
|
|
7,748 |
|
Falcon's Beyond Brands-other |
|
|
— |
|
|
|
1 |
|
|
|
(1 |
) |
Falcon’s Creative Group deconsolidation |
|
|
(38,703 |
) |
|
|
(53,159 |
) |
|
|
14,456 |
|
Unallocated corporate revenue |
|
|
6,539 |
|
|
|
6,249 |
|
|
|
290 |
|
Total revenue |
|
|
14,896 |
|
|
|
6,745 |
|
|
|
8,151 |
|
Segment (loss) income from operations: |
|
|
|
|
|
|
|
|
— |
|
||
Falcon’s Creative Group |
|
|
1,289 |
|
|
|
1,207 |
|
|
|
82 |
|
Destinations Operations |
|
|
(771 |
) |
|
|
(1,364 |
) |
|
|
593 |
|
PDP |
|
|
2,363 |
|
|
|
2,981 |
|
|
|
(618 |
) |
Falcon’s Attractions |
|
|
(3,260 |
) |
|
|
— |
|
|
|
(3,260 |
) |
Falcon's Beyond Brands-other |
|
|
(742 |
) |
|
|
(2,958 |
) |
|
|
2,216 |
|
Total segment loss from operations |
|
|
(1,121 |
) |
|
|
(134 |
) |
|
|
(987 |
) |
Unallocated corporate overhead |
|
|
(9,880 |
) |
|
|
(11,233 |
) |
|
|
1,353 |
|
Elimination FCG segment loss from operations |
|
|
(1,289 |
) |
|
|
(1,207 |
) |
|
|
(82 |
) |
Share of loss from FCG |
|
|
(7,184 |
) |
|
|
(6,389 |
) |
|
|
(795 |
) |
Transaction credit (expenses) |
|
|
1,692 |
|
|
|
(7 |
) |
|
|
1,699 |
|
Credit loss expense |
|
|
— |
|
|
|
(12 |
) |
|
|
12 |
|
Depreciation and amortization expense |
|
|
(349 |
) |
|
|
(6 |
) |
|
|
(343 |
) |
Share of equity method investee's gain on Tenerife Sale |
|
|
30,019 |
|
|
|
— |
|
|
|
30,019 |
|
Impairment of PDP |
|
|
(5,332 |
) |
|
|
— |
|
|
|
(5,332 |
) |
Impairment of Karnival |
|
|
(3,005 |
) |
|
|
— |
|
|
|
(3,005 |
) |
Interest expense |
|
|
(3,384 |
) |
|
|
(1,898 |
) |
|
|
(1,486 |
) |
Interest income |
|
|
12 |
|
|
|
12 |
|
|
|
— |
|
Change in fair value of warrant liabilities |
|
|
2,886 |
|
|
|
(836 |
) |
|
|
3,722 |
|
Change in fair value of earnout liabilities |
|
|
— |
|
|
|
172,270 |
|
|
|
(172,270 |
) |
Foreign exchange transaction gain (loss) |
|
|
2,147 |
|
|
|
(1,077 |
) |
|
|
3,224 |
|
Gain on bargain purchase of OES Acquisition |
|
|
1,098 |
|
|
|
— |
|
|
|
1,098 |
|
Net income before taxes |
|
$ |
6,310 |
|
|
$ |
149,483 |
|
|
$ |
(143,173 |
) |
Income tax benefit |
|
|
2 |
|
|
|
(2 |
) |
|
|
4 |
|
Net income |
|
$ |
6,312 |
|
|
$ |
149,481 |
|
|
$ |
(143,169 |
) |
|
|
Year ended |
|
|||||||||
|
|
December 31, |
|
|
December 31, |
|
|
Change |
|
|||
Share of FCG net loss |
|
$ |
(791 |
) |
|
$ |
(540 |
) |
|
$ |
(251 |
) |
Preferred unit dividend accretion |
|
|
(3,091 |
) |
|
|
(2,546 |
) |
|
|
(545 |
) |
Basis difference amortization |
|
|
(3,302 |
) |
|
|
(3,303 |
) |
|
|
1 |
|
|
|
$ |
(7,184 |
) |
|
$ |
(6,389 |
) |
|
$ |
(795 |
) |
FCG revenues decreased for the year ended December 31, 2025, compared to the same period in 2024, as a result of the timing of certain contract performance obligations.
FCG project design and build expense decreased for the year ended December 31, 2025, compared to the same period in 2024, primarily driven by the decrease in project revenues partially and by an increase in project gross margins on certain design projects.
63
Reportable segment measures of profit and loss are earnings before interest, foreign exchange gains and losses, unallocated corporate expenses, impairments and depreciation and amortization expense. Results of operating segments include costs directly attributable to the segment including project costs, payroll and payroll-related expenses and overhead directly related to the business segment operations. Unallocated corporate overhead costs include costs related to accounting, audit, and corporate legal expenses. Unallocated corporate overhead costs are presented as a reconciling item between total loss from reportable segments and the Company’s consolidated financial results. For more information about our Segment Reporting, see "Note 22 – Segment information" in the Company’s audited consolidated financial statements.
Non-GAAP Financial Measures
We prepare our consolidated financial statements in accordance with U.S. GAAP. In addition to disclosing financial results prepared in accordance with U.S. GAAP, we disclose information regarding Adjusted EBITDA which is a non-GAAP measure. We define Adjusted EBITDA as net income, determined in accordance with U.S. GAAP, for the period presented, before net interest and expense, income tax expense, depreciation and amortization, transaction (credit) expenses related to the Business Combination, credit loss expense related to the closure of the Sierra Parima Katmandu Park, share of equity method investee’s gain on Tenerife Sale, impairment of PDP, impairment of Karnival, change in fair value of warrant liabilities, change in fair value of earnout liabilities and gain on bargain purchase of OES Acquisition.
We believe that Adjusted EBITDA is useful to investors as it eliminates the non-cash depreciation and amortization expense that results from our capital investments and intangible assets recognized in any business combination and improves comparability by eliminating the interest expense associated with our debt facilities, and eliminating the change in fair value of warrant and earnout liabilities, which may not be comparable with other companies based on our structure.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are (i) it does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) it does not reflect changes in, or cash requirements for, our working capital needs, (iii) it does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements, (v) it does not adjust for all non-cash income or expense items that are reflected in our statements of cash flows, and (vi) other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.
64
The following table sets forth reconciliations of net income under U.S. GAAP to Adjusted EBITDA for the following periods:
|
|
Year ended |
|
|||||||||
|
|
December 31, |
|
|
December 31, |
|
|
Change |
|
|||
Net income |
|
$ |
6,312 |
|
|
$ |
149,481 |
|
|
$ |
(143,169 |
) |
Interest expense |
|
|
3,384 |
|
|
|
1,898 |
|
|
|
1,486 |
|
Interest income |
|
|
(12 |
) |
|
|
(12 |
) |
|
|
— |
|
Income tax benefit |
|
|
(2 |
) |
|
|
2 |
|
|
|
(4 |
) |
Depreciation and amortization expense |
|
|
349 |
|
|
|
6 |
|
|
|
343 |
|
EBITDA |
|
|
10,031 |
|
|
|
151,375 |
|
|
|
(141,344 |
) |
Transaction (credit) expenses |
|
|
(1,692 |
) |
|
|
7 |
|
|
|
(1,699 |
) |
Credit loss expense related to the closure of the Sierra Parima Katmandu Park |
|
|
— |
|
|
|
12 |
|
|
|
(12 |
) |
Share of equity method investee's gain on Tenerife Sale |
|
|
(30,019 |
) |
|
|
— |
|
|
|
(30,019 |
) |
Impairment of PDP |
|
|
5,332 |
|
|
|
— |
|
|
|
5,332 |
|
Impairment of Karnival |
|
|
3,005 |
|
|
|
— |
|
|
|
3,005 |
|
Change in fair value of warrant liabilities |
|
|
(2,886 |
) |
|
|
836 |
|
|
|
(3,722 |
) |
Change in fair value of earnout liabilities |
|
|
— |
|
|
|
(172,270 |
) |
|
|
172,270 |
|
Gain on bargain purchase of OES Acquisition |
|
|
(1,098 |
) |
|
|
— |
|
|
|
(1,098 |
) |
Adjusted EBITDA |
|
$ |
(17,327 |
) |
|
$ |
(20,040 |
) |
|
$ |
2,713 |
|
Adjusted EBITDA loss decreased for the year ended December 31, 2025 compared to the same period in 2024, primarily driven by a $1.1 million decrease in losses from operations related to decreases in general and administrative expenses partially offset by increases in losses from operations from the integration of the OES acquisition. Adjusted EBITDA was also impacted by an increase of $3.2 million in foreign exchange transaction gain, partially offset by a $1.6 million increase in share of loss from equity method investment
FCG prepares standalone consolidated financial statements in accordance with U.S. GAAP. In addition to disclosing FCG's standalone financial results prepared in accordance with U.S. GAAP, we disclose information regarding FCG's standalone Adjusted EBITDA which is a non-GAAP measure. FCG defines Adjusted EBITDA as net loss, determined in accordance with U.S. GAAP, for the period presented, before net interest and expense, income tax (expense) benefit and depreciation and amortization.
FCG believes that Adjusted EBITDA is useful to investors as it eliminates the non-cash depreciation and amortization expense that results from FCG's capital investments and intangible assets recognized in any business combination and improves comparability by eliminating the interest expense associated with our debt facilities, which may not be comparable with other companies based on our structure.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of FCG's standalone results as reported under U.S. GAAP. Some of these limitations are (i) it does not reflect FCG's cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) it does not reflect changes in, or cash requirements for, FCG's working capital needs, (iii) it does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on FCG's debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements, (v) it does not adjust for all non-cash income or expense items that are reflected in FCG's statements of cash flows, and (vi) other companies in our industry may calculate these measures differently than FCG does, limiting their usefulness as comparative measures.
The following table sets forth reconciliations of net loss for FCG under U.S. GAAP to Adjusted EBITDA for the following periods:
|
|
Year ended |
|
|||||||||
|
|
December 31, |
|
|
December 31, |
|
|
Change |
|
|||
Net loss |
|
$ |
(791 |
) |
|
$ |
(540 |
) |
|
$ |
(251 |
) |
Interest expense |
|
|
599 |
|
|
|
574 |
|
|
|
25 |
|
Interest income |
|
|
(31 |
) |
|
|
(35 |
) |
|
|
4 |
|
Income tax expense (benefit) |
|
|
46 |
|
|
|
(207 |
) |
|
|
253 |
|
Depreciation and amortization expense |
|
|
1,353 |
|
|
|
1,344 |
|
|
|
9 |
|
EBITDA and Adjusted EBITDA |
|
$ |
1,176 |
|
|
$ |
1,136 |
|
|
$ |
40 |
|
Adjusted EBITDA remained consistent for year ended December 31, 2025, compared to the same period in 2024, primarily driven by a decrease in revenues of $14.5 million; offset by a decrease in project design and build expenses of $13.0 million and a decrease in
65
selling, general and administrative expense of $1.6 million. As of December 31, 2025, the contracted pipeline for FCG was $41.6 million.
Liquidity and Capital Resources
Sources and Uses of Liquidity
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations. Our primary short-term cash requirements are to fund working capital, short-term debt, acquisitions, contractual obligations and other commitments. Our medium-term to long-term cash requirements are to service and repay debt and to invest in facilities, equipment, technologies, location-based entertainment, media production and research and development for growth initiatives. Our principal sources of liquidity are funds from borrowings, equity contributions from our existing investors, distributions from equity method investees and cash on hand.
During 2025, the Company issued $32.5 million of Series B Preferred Stock for $11.8 million in cash and the exchange of $20.7 million of outstanding debt and accrued interest.
As of December 31, 2025, our total indebtedness was approximately $15.6 million. We had approximately $1.9 million of cash and $15.5 million available for borrowing under our lines of credit. On November 10, 2025, we entered into a new $15.0 million line of credit agreement and amended our existing line of credit agreement to reduce the borrowing capacity to $5.5 million. Collectively, these agreements increasing cash available for borrowing by $5.5 million.
We anticipate managing our operations to ensure that our existing cash on hand and unused capacity on our existing lines of credit, along with distributions from equity method investees, additional debt and equity capital raises, and reviewing our portfolio of assets to provide additional liquidity over the next twelve months to meet our short-term needs. Currently, we do not have sufficient cash from operations and unused capacity to settle our outstanding liabilities and meet the needs of our next twelve months of our operations.
For the year ended December 31, 2025, we have operational losses and negative cash flows from operating activities that raise substantial doubt about our ability to continue as a going concern. As of December 31, 2025, we have $16.4 million of accrued expenses and other current liabilities, which include $14.4 million of transaction and other related professional fees, $0.8 million of accrued payroll and related expenses, $0.5 million accrued interest and approximately $0.7 million of other accrued expenses and current liabilities. The transaction expenses are actively being negotiated, and actual settlement may vary from the amounts recorded.
Our capital requirements will depend on many factors, including the timing and extent of spending to support our research and development efforts, investments in technology, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features. In addition, we expect to incur additional costs as a result of operating as a public company. We expect our capital expenditures and working capital requirements to increase materially in the near future. Our ability to generate cash in the future depends on our financial results which are subject to general economic, financial, competitive, legislative and regulatory factors that may be outside of our control. Our future access to, and the availability of credit on acceptable terms and conditions, is impacted by many factors, including capital market liquidity and overall economic conditions. In the event that additional financing is required from outside sources, we cannot be sure that any additional financing will be available to us on acceptable terms if at all. If we are unable to raise additional capital when desired, our business, operating results, and financial condition could be adversely affected. See the section of our Annual Report titled “Risk Factors – We will require additional capital, which additional financing may result in restrictions on our operations or substantial dilution to our stockholders, to support the growth of our business, and this capital might not be available on acceptable terms, if at all.”
Contractual and Other Obligations
Tax Receivable Agreement
In connection with the closing of the Business Combination, the Company entered into the Tax Receivable Agreement with Falcon’s Opco, the TRA holder representative, certain members of Falcon’s Opco (the “TRA Holders”) and other persons from time-to-time party thereto. Pursuant to the Tax Receivable Agreement, among other things, the Company is required to pay to each TRA Holder 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of the increases in tax basis resulting from any exchange of new Falcon’s Opco units for Class A Common Stock or cash in the future and certain other tax benefits arising from payments under the Tax Receivable Agreement. In certain cases, the Company’s obligations under the Tax Receivable Agreement may accelerate and become due and payable, based on certain assumptions, upon a change in control and certain other termination events, as defined in the Tax Receivable Agreement. On October 24, 2024, the Company and Exchange TRA Holders entered into an
66
Amendment to the Tax Receivable Agreement to clarify the rights of a TRA Holder that transfers units but does not assign the transferee its rights under the TRA Agreement with respect to such transferred units.
Transaction costs
Transaction costs related to the Business Combination of $16.2 million are not yet settled as of December 31, 2025 and the Company is actively negotiating to settle them over the next 24 months. These transaction costs are recorded in accrued expenses. Negotiations regarding the terms of the costs yet to be settled are still ongoing and may change materially from these amounts accrued.
As previously disclosed in the Company’s Annual Report, on March 27, 2024, a lawsuit was filed against the Company by Guggenheim Securities, LLC (“Guggenheim”) in which Guggenheim alleges that the Company owes certain fees and expenses of $11.1 million for services allegedly performed by Guggenheim in connection with the Business Combination consummated on October 6, 2023 (the “Guggenheim Complaint”). The Company has denied all liability in response to the Guggenheim Complaint. In addition, the Company filed counterclaims against Guggenheim. Guggenheim denied all liability as to those amended counterclaims. On June 30, 2025, Guggenheim filed a Notice of Issue and Certificate of Readiness for trial, and on October 27, 2025 Guggenheim moved for summary judgment on its claims, which the Company opposed; on the same day, the Company moved for partial summary judgment on its claims which Guggenheim opposed. Pursuant to the Company’s accounting approach to transaction expenses related to the Business Combination, prior to the Company’s receipt of the Guggenheim Complaint, the Company accrued $11.1 million as of December 31, 2025 and 2024, with respect to the alleged amended engagement agreement with Guggenheim. The $11.1 million associated with the Guggenheim Complaint is included in the $16.2 million transaction costs related to the Business Combination.
Related Party Loans
On September 8, 2025, the Company exchanged $20.5 million of debt and accrued interest with Infinite Acquisitions for the issuance of $20.5 million of shares of Series B Preferred Stock. The Company has two financing agreements with Infinite Acquisitions with a total outstanding balance of $5.0 million as of December 31, 2025.
The Company has two financing agreement with Katmandu Ventures, LLC (“Katmandu Ventures”) with a total outstanding balance of $1.1 million as of December 31, 2025. The $0.6 million loan was due on May 16, 2025 and we are in negotiations to amend the loan.
The Company has a financing agreement with Cecil and Marty Magpuri with an outstanding balance of $0.2 million as of December 31, 2025.
See "Note 11 — Long-term debt and borrowing arrangements," "Note 23 — Related party transactions" and "Note 13 — Equity" in the Company’s audited financial statements.
Cash Flows
The following table summarizes our cash flows for the period presented:
|
|
Year ended |
|
|||||||||
|
|
December 31, |
|
|
December 31, |
|
|
Change |
|
|||
Cash used in operating activities |
|
$ |
(24,603 |
) |
|
$ |
(12,552 |
) |
|
$ |
(12,051 |
) |
Cash provided by (used) in investing activities |
|
|
24,189 |
|
|
|
(9 |
) |
|
|
24,198 |
|
Cash provided by financing activities |
|
|
3,707 |
|
|
|
12,853 |
|
|
|
(9,146 |
) |
Cash Flows from Operating Activities
Our cash flows used in operating activities are primarily driven by transaction, legal and professional fees associated with public company compliance costs, operating costs of our Falcon's Attraction services business and corporate overhead activities.
Cash used in operating activities increased for the year ended December 31, 2025, compared to the same period in 2024, due to the settlement of accounts payable and accrued obligations associated with our corporate overhead and compliance costs, and the investment in working capital for the growth of the Falcon's Attractions business following the OES Acquisition.
67
Cash Flows from Investing Activities
Net cash provided by investing activities increased for year ended December 31, 2025, compared to the same period in 2024, primarily related to a $27.0 million dividend distribution from PDP, partially offset by $1.0 million advance to affiliate and $1.6 million cash paid for the OES Acquisition.
Cash Flows from Financing Activities
Net cash provided by financing activities decreased for the year ended December 31, 2025, compared to the same period in 2024. The Company received $11.8 million in proceeds from the issuance Series B Preferred Stock and made net repayments of $6.9 million of debt in the year ended December 31, 2025.
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Estimates and Policies
The discussion under “Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses as well as the disclosure of contingent assets and liabilities. We regularly review our estimates and assumptions. These estimates and assumptions, which are based upon historical experience and on various other factors believed to be reasonable under the circumstances, form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Reported amounts and disclosures may have been different had management used different estimates and assumptions or if different conditions had occurred in the periods presented. Below is a discussion of the policies that we believe may involve a high degree of judgment and complexity.
We believe that the accounting policies disclosed below include estimates and assumptions critical to our business and their application could have a material impact on our consolidated financial statements. In addition to these critical policies, our significant accounting policies are included within "Note 2 – Summary of significant accounting policies" in our audited consolidated financial statements.
Business Combinations
The Company utilizes the acquisition method of accounting under ASC 805, Business Combinations ("ASC 805"), for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets and liabilities assumed and to establish the acquisition date fair value as of the measurement date.
While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed as of the acquisition date, the estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill or bargain purchase to the extent we identify adjustments to the preliminary fair values. For changes in the valuation of intangible assets between the preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Subsequent to the measurement period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is determined. Transaction expenses that are incurred in connection with a business combination, other than costs associated with the issuance of debt or equity securities, are expensed as incurred.
Contingent consideration is classified as a liability or as equity on the basis of the definitions of a financial liability and an equity instrument; contingent consideration payable in cash is classified as a liability. The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration payments related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs (as defined in the Fair value measurement policy included in the Company’s audited consolidated financial statements). When reported, any changes in the fair value of these contingent consideration payments are included in contingent earnout expense on the consolidated statements of operations and comprehensive income.
68
Revenue recognition
Shared services
After the deconsolidation of FCG, the Company continues to provide corporate shared services support to FCG. The Company recognizes revenue related to these services in the amount the Company has a right to invoice. The Company uses the right to invoice practical expedient, as the Company’s right to payment corresponds directly with the value to FCG of the Company’s performance to date.
Destinations Operations services
The principal sources of revenues for the Destinations Operations segment are resort and theme park management and incentive fees. Resort and theme park management and incentive fees are based on a percentage of revenues and profits, respectively earned by the theme parks during the corresponding period.
Attraction services
The Company's Falcon's attractions segment provides attraction maintenance services to its customers on a time and material basis. The Company recognizes revenue related to these services using the right to invoice practical expedient.
Product sales
The Company recognizes revenue at the point in time when control transfers to the customer, thus satisfying the performance obligation.
Investments and advances to equity method investments
The Company uses the equity method to account for investments in corporate joint ventures when we have the ability to exercise significant influence over the operating decisions of the joint venture. Such investments are initially recorded at cost and subsequently adjusted for our proportionate share of the net earnings or loss of the investee, which is reported in share of gain from equity method investments in the consolidated statements of operations and comprehensive income. The dividends received, if any, from these joint ventures reduce the carrying amount of our investment.
Partial impairment of Investment in PDP
The Tenerife sale represents a significant change in circumstances that could impact the fair value of the Company’s remaining investment in PDP. Accordingly, the Company performed an impairment evaluation of its equity method investment in PDP to determine whether the remaining carrying amount of the investment exceeds its fair value.
The Company evaluated its remaining equity investment in PDP for impairment as of June 30, 2025 and determined that it was other-than-temporarily impaired. The Company estimated the fair value of its investment in PDP using the direct capitalization method of the income approach. The Company used the property's estimated net operating income, yearly growth rate, capital expenditure reserves and a capitalization rate as the primary significant unobservable inputs (Level 3). The estimated fair value is based upon assumptions that Management believes are reasonable, and the impact of variations in these estimates or the underlying assumptions could be material. The fair value of the Company’s investment in PDP was determined to be $27.1 million. For the year ended December 31, 2025, the Company recognized an other-than-temporary impairment charge of $5.3 million, which is recorded in share of gain from equity method investments in the consolidated statements of operations and comprehensive income.
Partial impairment of Investment in Karnival
The winding up process of the joint venture represents a significant change in circumstances that could impact the fair value of the Company’s remaining investment in Karnival. Accordingly, the Company performed an impairment evaluation of its equity method investment in Karnival to determine whether the remaining carrying amount of the investment exceeds its fair value.
The Company evaluated its remaining equity investment in Karnival for impairment as of September 30, 2025 and determined that it was other-than-temporarily impaired. The Company estimated the fair value of its investment in Karnival using the liquidation value of cash and cash equivalents less estimated costs to liquidate valuation inputs (Level 2). The estimated fair value is based upon assumptions that Management believes are reasonable, and the impact of variations in these estimates or the underlying assumptions could be material. The fair value of the Company’s investment in Karnival was determined to be $4.2 million. For the year ended December 31, 2025, the Company recognized an other-than-temporary impairment charge of $3.0 million, which is recorded in share of (loss) gain from equity method investments in the consolidated statements of operations and comprehensive income.
69
Warrant Liabilities
The Company accounts for warrants assumed in connection with the Business Combination (see "Note 1 – Description of business and basis of presentation") in accordance with the guidance contained in ASC 815, Derivatives and Hedging (“ASC 815”), under which the warrants that do not meet the criteria for equity treatment are recorded as liabilities. Prior to January 14, 2025, the Company classified the warrants as liabilities at their fair value and adjusted the warrants to fair value at the end of each reporting period. The Company remeasured the fair value of the warrants based on the quoted market price of the warrants. The liability was subject to re-measurement at each Balance Sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations and comprehensive income.
The Warrant agreement was amended effective January 14, 2025. The amendment provides for the mandatory exchange of the Warrants for shares of Class A Common Stock at an exchange ratio of 0.25 shares of Class A Common Stock per Warrant, on October 6, 2028. The Warrants will not be exercisable and the holders of the Warrants will have no further rights except to receive shares of Class A Common Stock on October 6, 2028.
New and Recently Adopted Accounting Pronouncements
See "Note 2 – Summary of significant accounting policies" to our audited consolidated financial statements for more information about recent accounting pronouncements, the timing of their adoption and our assessment, to the extent we made one, of their potential impact on our financial condition and results of operations.
JOBS Act Accounting Election
The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
Section 107 of the JOBS Act allows emerging growth companies to take advantage of the extended transition period for complying with new or revised accounting standards. Under Section 107, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Any decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. The Company has elected to use the extended transition period available under the JOBS Act, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
The Company will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the effectiveness of the Company’s registration statement on Form S-4 in connection with the Business Combination, (b) in which the Company has total annual revenue of at least $1,235,000,000, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of its common equity that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Smaller Reporting Company
Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the shares of Class A Common Stock held by non-affiliates exceeds $250.0 million as of the prior June 30, and (ii) the Company’s annual revenue exceeds $100.0 million during such completed fiscal year and the market value of the shares of Class A Common Stock held by non-affiliates exceeds $700.0 million as of the prior June 30. To the extent the Company takes advantage of such reduced disclosure obligations, it may also make comparison of the Company’s financial statements with other public companies difficult or impossible.
Item 7A. Quantitative And Qualitative Disclosures About Market Risk
We are a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act. Therefore, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.
70
Item 8. Financial Statements and Supplementary Data
The information required by this item appears following Item 15 of this Annual Report and is incorporated by reference herein.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the identification of material weaknesses in our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”), our management is responsible for establishing and maintaining adequate internal control over financial reporting, as this term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
Management with participation of the Chief Executive Officer and Chief Financial Officer under the oversight of our Board of Directors evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on that evaluation, management determined that our internal control over financial reporting was not effective as of December 31, 2025 because of the material weaknesses described below.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm, as non-accelerated filers are exempt from attestation requirements of section 404(b) of the Sarbanes-Oxley Act.
Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
In connection with the preparation and audit of the 2025 consolidated financial statements, we identified the following material weaknesses in the Company’s internal control over financial reporting:
71
Risk Assessment – We did not design and implement an effective risk assessment based on the criteria established in the COSO framework. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives, (iii) contemplating fraud risks, and (iv) identifying and assessing changes in the business that could impact our system of internal controls.
Control Activities – We did not design and implement effective control activities based on the criteria established in the COSO framework. We have identified deficiencies in the principles associated with the control activities component of the COSO framework. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) selecting and developing control activities and information technology that contribute to the mitigation of risks and support achievement of objectives; and (ii) deploying control activities through policies that establish what is expected and procedures that put policies into action.
The following deficiency contributed to material weaknesses in control activities, including:
Monitoring – We did not design and implement effective monitoring activities based on the criteria established in the COSO framework. We have identified deficiencies in the principles associated with the monitoring component of the COSO framework. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) selecting, developing, and performing ongoing evaluation to ascertain whether the components of internal controls are present and functioning; and (ii) evaluating and communicating internal control deficiencies in a timely manner to those parties responsible for taking corrective action.
Control Environment – We did not maintain an effective control environment based on the criteria established in the COSO framework. We have identified deficiencies in the principles associated with the control environment of the COSO framework. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) appropriate organizational structure, reporting lines, and authority and responsibilities in pursuit of objectives; and (ii) establishing a control environment and holding individuals accountable for their internal control related responsibilities.
We did not design or maintain an effective control environment to enable the identification and mitigation of risks of accounting errors based on the contributing factor to material weaknesses in the control environment, including:
Information and Communication – We did not generate or provide adequate quality supporting information and communication based on the criteria established in the COSO framework. We have identified deficiencies in the principles associated with the information and communication component of the COSO framework. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) obtaining, generating, and using relevant quality information to support the function of internal control; and (ii) communicating accurate information internally and externally, including providing information pursuant to objectives, responsibilities, and functions of internal control.
Changes in Internal Control over Financial Reporting
Except as otherwise described herein, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Remediation Efforts
We are in the process of implementing measures designed to improve our internal control over financial reporting and remediate the deficiencies that led to the material weaknesses discussed above. Our detailed remediation plans, which are currently in process, include the following actions:
72
In addition, as we continue to evaluate and work to improve our internal control over financial reporting, management may decide to take additional measures to address control deficiencies or determine to modify our remediation plan.
In light of the material weaknesses discussed above, we performed additional procedures to ensure that our consolidated financial statements included in this Annual Report were prepared in accordance with U.S. GAAP. Following such additional procedures, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in this Annual Report, in conformity with U.S. GAAP.
Item 9B. Other Information.
During the three months ended December 31, 2025, none of our directors or officers (as defined in Section 16 of the Exchange Act)
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
73
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item regarding the background of our executive officers, directors, and director nominees, our board committees, and Section 16(a) compliance will be set forth in our definitive proxy statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”) appearing under the captions “Proposal 1 – Election of Directors”, “The Board of Directors and Certain Governance Matters”, “Executive Officers”, and “Delinquent Section 16(a) Reports” and is incorporated herein by reference
We maintain a Code of Conduct that is applicable to all of our directors, officers and employees. The Code of Conduct sets forth standards of ethical business conduct, including conflicts of interest, compliance with applicable laws, rules and regulations, timely and truthful disclosure, and reporting mechanisms for illegal or unethical behavior. The Code of Conduct also satisfies the requirements for a code of ethics as defined by Item 406 of Regulation S-K promulgated by the SEC. If the Company were to amend or waive any provision of the Code of Conduct that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above, rather than by filing a Current Report on Form 8-K. Amendments and waivers to the Code of Conduct must be approved by our Board or a Board Committee and will be promptly disclosed (other than technical, administrative or non-substantive changes) on our website. The Code of Conduct is available on the Investor Relations page of the Company’s website, https://falconsbeyond.com.
We have
Item 11. Executive Compensation.
The information required by this Item regarding executive and director compensation will be set forth in the Proxy Statement appearing under the captions “Executive Compensation” and “Director Compensation” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item setting forth the security ownership of certain beneficial owners and management will be set forth in the Proxy Statement appearing under the caption “Security Ownership of Certain Beneficial Ownership and Management of the Company” and information appearing under the caption “Equity Compensation Plan Information” and is incorporated herein by reference
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item regarding certain related transactions and information regarding director independence will be set forth in the Proxy Statement appearing under the captions “Transactions with Related Persons” and “Director Independence and Independence Determinations” and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this Item will be set forth in the Proxy Statement appearing under the captions “Audit Fees” and “Audit Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm” and is incorporated herein by reference.
74
PART IV
Item 15. Exhibit and Financial Statement Schedules.
Audited Consolidated Financial Statements of Falcon’s Beyond Global, Inc.
|
|
Page |
Reports of Independent Registered Public Accounting Firms (KPMG LLP, Orlando, FL PCAOB ID: # |
|
F-3 |
Consolidated Balance Sheets as of December 31, 2025 and 2024 |
|
F-4 |
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2025 and 2024 |
|
F-5 |
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 |
|
F-6 |
Consolidated Statements of Stockholders’ Equity (Deficit)/Members’ Equity for the years ended December 31, 2025 and 2024 |
|
F-8 |
Notes to the Consolidated Financial Statements |
|
F-9 |
Audited Consolidated Financial Statements of Falcon’s Creative Group, LLC
|
|
Page |
Independent Auditors’ Report (KPMG LLP, Orlando, FL PCAOB ID: # |
|
F-42 |
Consolidated Balance Sheet as of December 31, 2025 and 2024 |
|
F-44 |
Consolidated Statements of Operations for the year ended December 31, 2025 and 2024 |
|
F-45 |
Consolidated Statements of Cash Flows for the year ended December 31, 2025 and 2024 |
|
F-46 |
Consolidated Statements of Members’ Equity for the year ended December 31, 2025 and 2024 |
|
F-47 |
Notes to the Consolidated Financial Statements |
|
F-48 |
All schedules have been omitted because they are not required, not applicable, or the information is otherwise included.
The following exhibits are filed or furnished as an exhibit to this Annual Report.
Exhibit Number |
|
Description |
2.1† |
|
Composite Amended and Restated Agreement and Plan of Merger, dated January 31, 2023, as amended on June 25, 2023, July 7, 2023 and September 1, 2023, by and among FAST Acquisition Corp. II, Falcon’s Beyond Global, LLC, Falcon’s Beyond Global, Inc. and Palm Merger Sub, LLC (incorporated herein by reference to Exhibit 2.1 to Amendment No. 4 to the Registration Statement on Form S-4 (File No. 333-269778) filed September 1, 2023). |
3.1 |
|
Amended and Restated Certificate of Incorporation of Falcon’s Beyond Global, Inc. (incorporated by reference to Exhibit 3.1 to Falcon Beyond Global Inc.'s Current Report on Form 8-K filed October 12, 2023). |
3.2 |
|
Amended and Restated By-Laws of Falcon’s Beyond Global, Inc. (incorporated by reference to Exhibit 3.2 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed October 12, 2023). |
3.3 |
|
Certificate of Designation of 11% Series B Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 10.1 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed September 12, 2025). |
4.1 |
|
Specimen Class A Common Stock Certificate of Falcon’s Beyond Global, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-269778) filed June 28, 2023). |
4.2 |
|
Second Amended and Restated Warrant Agreement, dated November 3, 2023, by and between Falcon’s Beyond Global, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed November 7, 2023). |
4.3 |
|
Amendment to Second Amended and Restated Warrant Agreement, dated November 15, 2024 between Falcon’s Beyond Global, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Falcon’s Beyond Global, Inc.’s Current Report on Form 8-K filed on November 20, 2024). |
75
Exhibit Number |
|
Description |
4.4 |
|
Description of Securities (incorporated by reference to Exhibit 4.4 to Falcon's Beyond Global, Inc.'s Annual Report on Form 10-K filed on April 3, 2025). |
10.1 |
|
Tax Receivable Agreement, dated October 6, 2023, by and among Falcon’s Beyond Global, Inc., Falcon’s Beyond Global LLC, the TRA Holder Representative, the TRA Holders and other persons from time to time party thereto (incorporated by reference to Exhibit 10.1 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed October 12, 2023). |
10.2 |
|
Amendment to the Tax Receivable Agreement, dated October 24, 2024, by and among Falcon’s Beyond Global, Inc., Falcon’s Beyond Global LLC, the TRA Holder Representative, the TRA Holders and other persons from time-to-time party thereto (incorporated by reference to Falcon’s Beyond Global, Inc.’s Quarterly Report on Form 10-Q filed on November 14, 2024). |
10.3 |
|
A&R Operating Agreement of Falcon’s Beyond Global, LLC, dated October 6, 2023 by and between Falcon’s Beyond Global, Inc. and each member of Falcon’s Beyond Global, LLC (incorporated by reference to Exhibit 10.2 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed October 12, 2023). |
10.4+ |
|
Form of Indemnification Agreement between Falcon’s Beyond Global, Inc. and each of its officers and directors(incorporated by reference to Exhibit 10.3 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed October 12, 2023). |
10.5 |
|
Amended and Restated Sponsor Lock-Up Agreement, dated January 31, 2023, by and among Falcon’s Beyond Global, LLC, FAST Sponsor II LLC, and the Securityholders (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 (File No. 333-269778) filed February 14, 2023). |
10.6 |
|
Registration Rights Agreement, dated October 5, 2023, by and among Falcon’s Beyond Global, Inc. and each of the stockholders of Falcon’s Beyond Global, Inc. identified on the signature pages thereto (incorporated by reference to Exhibit 10.9 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed October 12, 2023). |
10.7† |
|
Earnout Escrow Agreement, dated October 6, 2023, by and among Falcon’s Beyond Global, Inc., Falcon’s Beyond Global, LLC and each of the persons receiving Earnout Shares and Earnout Units identified on the signature pages thereto (incorporated by reference to Exhibit 10.10 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed October 12, 2023). |
10.8 |
|
Form of Stockholder’s Agreement between Falcon’s Beyond Global, Inc. and each of the persons receiving Earnout Shares and Earnout Units (incorporated by reference to Exhibit 10.11 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed October 12, 2023). |
10.9+ |
|
Falcon’s Beyond Global, Inc. 2023 Incentive Plan (incorporated by reference to Exhibit 10.12 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed October 12, 2023). |
10.10† |
|
Joint Venture and Shareholders Agreement, dated December 13, 2012, by and among Katmandu Collections, LLLP, Producciones de Parques, S.L. and Meliá Hotels International, S.A. (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269778) filed May 15, 2023). |
10.11† |
|
First Amendment to Joint Venture and Shareholders Agreement, dated June 28, 2013, by and among Katmandu Collections, LLLP, Producciones de Parques, S.L. and Meliá Hotels International, S.A. (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269778) filed May 15, 2023). |
10.12† |
|
Second Amendment to Joint Venture and Shareholders Agreement, dated January 29, 2014, by and among Katmandu Collections, LLLP, Producciones de Parques, S.L. and Meliá Hotels International, S.A. (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269778) filed May 15, 2023). |
10.13 |
|
Third Amendment to Joint Venture and Shareholders Agreement, dated May 10, 2014, by and among Katmandu Collections, LLLP, Producciones de Parques, S.L. and Meliá Hotels International, S.A. (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269778) filed May 15, 2023). |
10.14 |
|
Fourth Amendment to Joint Venture and Shareholders Agreement, dated November 25, 2015, by and among Katmandu Collections, LLLP, Producciones de Parques, S.L. and Meliá Hotels International, S.A. (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269778) filed May 15, 2023). |
10.15 |
|
Fifth Amendment to Joint Venture and Shareholders Agreement, dated July 15, 2016, by and among Katmandu Collections, LLLP, Producciones de Parques, S.L. and Meliá Hotels International, S.A. (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269778) filed May 15, 2023). |
10.16 |
|
Sixth Amendment to Joint Venture and Shareholders Agreement, dated December 12, 2016, by and among Katmandu Collections, LLLP, Producciones de Parques, S.L. and Meliá Hotels International, S.A. (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269778) filed May 15, 2023). |
10.17† |
|
Joint Venture and Shareholders Agreement, dated June 26, 2019, by and between Fun Stuff, S.L. and Meliá Hotels International, S.A. (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269778) filed May 15, 2023). |
10.18 |
|
Subscription Agreement, dated as of May 10, 2023, by and between Falcon’s Beyond Global, LLC and Infinite Acquisitions, LLLP (incorporated by reference to Exhibit 10.16 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269778) filed May 15, 2023). |
76
Exhibit Number |
|
Description |
10.19 |
|
First Amendment to Subscription Agreement, dated as of June 23, 2023, by and between Falcon’s Beyond Global, LLC and Infinite Acquisitions LLLP (incorporated by reference to Exhibit 10.22 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-269778) filed June 28, 2023). |
10.20† |
|
Leisure and Entertainment Services Agreement, dated December 13, 2012, by and between Katmandu Collections, LLLP and Producciones de Parques, S.L. (incorporated by reference to Exhibit 10.17 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269778) filed May 15, 2023). |
10.21† |
|
Leisure and Commercial Services Agreement, dated June 26, 2019, by and between Katmandu Collections, LLLP and Sierra Parima, S.A. (incorporated by reference to Exhibit 10.18 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269778) filed May 15, 2023). |
10.25† |
|
Subscription Agreement, dated as of July 27, 2023, by and between Falcon’s Beyond Global, LLC and QIC Delaware, Inc. (incorporated by reference to Exhibit 10.27 to Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-269778) filed August 14, 2023). |
10.26† |
|
Third Amended and Restated Limited Liability Company Agreement of Falcon’s Creative Group, LLC, by and between Qiddiya Investment Company and Falcon’s Beyond Global, LLC (incorporated by reference to Exhibit 10.28 to Amendment No. 5 to the Registration Statement on Form S-4 (File No. 333-269778) filed September 5, 2023). |
10.27+ |
|
Falcon’s Beyond Global, LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 10.31 to Falcon’s Beyond Global, Inc.’s Annual Report on Form 10-K filed on April 29, 2024). |
10.28 |
|
Amendment No. 1 to the Third Amended and Restated Limited Liability Company Agreement of Falcon’s Creative Group, LLC, by and between QIC Delaware, Inc. and Falcon’s Beyond Global, LLC (incorporated by reference to Exhibit 10.32 to Falcon’s Beyond Global, Inc.’s Annual Report on Form 10-K filed on April 29, 2024). |
10.29 |
|
Loan Agreement, dated as of April 9, 2024, entered into by and among Falcon’s Beyond Global, LLC and Katmandu Ventures, LLC (incorporated by reference to Exhibit 10.1 to Falcon’s Beyond Global, Inc.’s Current Report on Form 8-K filed on April 15, 2024). |
10.30 |
|
First Amendment to Loan Agreement, dated June 14, 2024, by and among Falcon’s Beyond Global LLC and Katmandu Ventures LLC (incorporated by reference to Falcon’s Beyond Global, Inc.’s Quarterly Report on Form 10-Q filed on August 13, 2024). |
10.31 |
|
Second Amendment to Katmandu Loan Agreement, dated as of October 18, 2024, by and among Falcon’s Beyond Global LLC, Katmandu Ventures, LLC and FAST Sponsor II LLC (incorporated by reference to Falcon’s Beyond Global, Inc.’s Quarterly Report on Form 10-Q filed on November 14, 2024). |
10.32 |
|
Third Amendment to Katmandu Loan Agreement, dated as of November 27, 2024, by and among Falcon’s Beyond Global LLC, Katmandu Ventures, LLC and FAST Sponsor II LLC (incorporated by reference to Falcon’s Beyond Global, Inc.’s Current Report on Form 8-K filed on November 27, 2024). |
10.33 |
|
Loan Agreement, dated as of April 9, 2024, entered into by and among Falcon’s Beyond Global, LLC and Universal Kat Holdings, LLC (incorporated by reference to Exhibit 10.2 to Falcon’s Beyond Global, Inc.’s Current Report on Form 8-K filed on April 15, 2024). |
10.34 |
|
First Amendment to Loan Agreement, dated June 14, 2024, by and among Falcon’s Beyond Global LLC and Universal Kat Holdings, LLC (incorporated by reference to Falcon’s Beyond Global, Inc.’s Quarterly Report on Form 10-Q filed on August 13, 2024). |
10.35 |
|
Second Amendment to Loan Agreement, dated as of October 18, 2024, by and among Falcon’s Beyond Global LLC, Universal Kat Holdings, LLC and FAST Sponsor II LLC (incorporated by reference to Falcon’s Beyond Global, Inc.’s Quarterly Report on Form 10-Q filed on November 14, 2024). |
10.36 |
|
Third Amendment to Loan Agreement, dated as of November 27, 2024, by and among Falcon’s Beyond Global LLC, Universal Kat Holdings, LLC and FAST Sponsor II LLC (incorporated by reference to Falcon’s Beyond Global, Inc.’s Current Report on Form 8-K filed on November 27, 2024). |
10.37 |
|
Amended and Restated Credit Agreement, between Falcon’s Beyond Global, LLC and Infinite Acquisitions Partners LLC, effective as of September 30, 2024 (incorporated by reference to Falcon’s Beyond Global, Inc.’s Current Report on Form 8-K filed on October 24, 2024). |
10.38 |
|
First Amended and Restated Credit Agreement, between Falcon’s Beyond Global, LLC and Infinite Acquisitions Partners LLC, effective as of November 10, 2025 (incorporated by reference to Falcon’s Beyond Global Inc.’s Current Report on Form 8-K filed on November 14, 2025). |
10.39 |
|
Revolving Credit Agreement, between Falcon’s Attractions, LLC and Infinite Acquisitions Partners LLC, effective November 10, 2025 (incorporated by reference to Falcon’s Beyond Global Inc.’s Current Report on Form 8-K filed on November 14, 2025). |
10.40 |
|
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. (incorporated by reference to Falcon’s Beyond Global, Inc.’s Current Report on Form 8-K filed on April 22, 2025). |
77
Exhibit Number |
|
Description |
10.41 |
|
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 (incorporated by reference to Falcon’s Beyond Global, Inc.’s Current Report on Form 8-K filed on April 22, 2025). |
10.42 |
|
Separation Agreement and General Release, by and between Falcon's Beyond Global, Inc. and Simon Philips, dated August 28, 2025 (incorporated by reference to Exhibit 10.1 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed August 29, 2025). |
10.43 |
|
Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed September 12, 2025). |
10.44 |
|
Debt Exchange Agreement, dated September 8, 2025, by and between Falcon's Beyond Global, Inc. and Infinite Acquisitions Partners, LLC (incorporated by reference to Exhibit 10.1 to Falcon Beyond Global Inc.’s Current Report on Form 8-K filed September 12, 2025). |
19.1 |
|
Insider Trading Compliance Policy (incorporated by reference to Exhibit 19.1 to Falcon's Beyond Global, Inc.'s Annual Report on Form 10-K filed on April 3, 2025). |
21.1 |
|
List of Subsidiaries of Falcon’s Beyond Global, Inc. (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 (File No. 333-275243) filed November 1, 2023.) |
23.1* |
|
Consent of Deloitte & Touche LLP. |
23.2* |
|
Consent of Deloitte & Touche LLP. |
23.3* |
|
Consent of KPMG LLP. |
23.4* |
|
Consent of KPMG LLP. |
24.1** |
|
Power of Attorney (included on signature page to this Annual Report). |
31.1* |
|
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
|
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1** |
|
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2** |
|
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
97.1 |
|
Clawback Policy of Falcon’s Beyond Global, Inc. (incorporated by reference to Exhibit 97.1 to Falcon’s Beyond Global, Inc.’s Annual Report on Form 10-K filed on April 29, 2024). |
101.INS* |
|
Inline XBRL Instance Document. |
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents. |
104* |
|
Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
+ Denotes management contract or compensatory plan or arrangement.
# Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. The Registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the Securities and Exchange Commission.
* Filed herewith.
** Furnished herewith.
Item 16. Form 10-K Summary.
None.
78
Index to Consolidated Financial Statements
Audited Consolidated Financial Statements of Falcon’s Beyond Global, Inc.
|
Page |
Reports of Independent Registered Public Accounting Firms (KPMG LLP, Orlando, FL PCAOB ID #185) (Deloitte & Touche LLP, Tampa, FL PCAOB ID: #34) |
F-3 |
Consolidated Balance Sheets as of December 31, 2025 and 2024 |
F-4 |
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2025 and 2024 |
F-5 |
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 |
F-6 |
Consolidated Statements of Stockholders’ Equity (Deficit)/Members’ Equity for the years ended December 31, 2025 and 2024 |
F-8 |
Notes to the Consolidated Financial Statements |
F-9 |
Audited Consolidated Financial Statements of Falcon’s Creative Group, LLC
|
Page |
Independent Auditors’ Report (KPMG LLP, Orlando, FL PCAOB ID #185) (Deloitte & Touche LLP, Tampa, FL PCAOB ID: #34) |
F-42 |
Consolidated Balance Sheets as of December 31, 2025 and 2024 |
F-44 |
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 |
F-45 |
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 |
F-46 |
Consolidated Statements of Members’ Equity for the years ended December 31, 2025 and 2024 |
F-47 |
Notes to the Consolidated Financial Statements |
F-48 |
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
Falcon's Beyond Global, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Falcon's Beyond Global, Inc. and subsidiaries (the Company) as of December 31, 2025, the related consolidated statement of operations and comprehensive income, stockholders’ equity (deficit)/members’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficiency, debt maturing in the next twelve months, and is reliant upon its stockholders and third-parties to provide future financing, through debt or equity, to fund its working capital needs, contractual commitments and expansion plans. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
We have served as the Company’s auditor since 2025.
March 30, 2026
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Falcon’s Beyond Global, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Falcon’s Beyond Global, Inc. and subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders' equity (deficit) / members’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficiency, debt maturing in the next twelve months, and has material commitments to fund its share of additional investments in its unconsolidated joint ventures and is reliant upon its stockholders and third-parties to provide future financing, through debt or equity, to fund its working capital needs, contractual commitments and expansion plans. The Company incurred an operating loss and had negative operating cash flows for the year ended December 31, 2024. These factors give rise to substantial doubt about its ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
April 3, 2025
We began serving as the Company's auditor in 2021. In 2025 we became the predecessor auditor.
F-3
FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars, except share and per share data)
|
|
As of |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents ($ |
|
$ |
|
|
$ |
|
||
Accounts receivable ($ |
|
|
|
|
|
|
||
Contract assets |
|
|
|
|
|
|
||
Other current assets ($ |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Investments and advances to equity method investments |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
|
|
|
|
|
||
Property and equipment, net |
|
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
|
||
Other non-current assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities and stockholders’ equity (deficit) |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable ($ |
|
$ |
|
|
$ |
|
||
Accrued expenses and other current liabilities ($ |
|
|
|
|
|
|
||
Contract liabilities |
|
|
|
|
|
|
||
Operating lease liability, current |
|
|
|
|
|
|
||
Short-term debt ($ |
|
|
|
|
|
|
||
Long-term debt, current ($ |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Operating lease liability, net of current portion |
|
|
|
|
|
|
||
Long-term debt, net of current portion ($ |
|
|
|
|
|
|
||
Warrant liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
– Note 12 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Stockholders’ equity (deficit) |
|
|
|
|
|
|
||
Series B preferred stock ($ |
|
|
|
|
|
|
||
Class A common stock ($ |
|
|
|
|
|
|
||
Class B common stock ($ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
Total equity (deficit) attributable to common stockholders |
|
|
|
|
|
( |
) |
|
Non-controlling interest |
|
|
|
|
|
( |
) |
|
Total equity (deficit) |
|
|
|
|
|
( |
) |
|
Total liabilities and equity |
|
$ |
|
|
$ |
|
||
See accompanying notes to consolidated financial statements
F-4
FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands of U.S. dollars, except share and per share data)
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Revenue: |
|
|
|
|
|
|
||
Services ($ |
|
$ |
|
|
$ |
|
||
Product sales |
|
|
|
|
|
|
||
Total revenue |
|
|
|
|
|
|
||
Operating expenses: |
|
|
|
|
|
|
||
Project design and build expense |
|
|
|
|
|
|
||
Cost of product sales |
|
|
|
|
|
|
||
Selling, general and administrative expense ($ |
|
|
|
|
|
|
||
Transaction (credit) expenses |
|
|
( |
) |
|
|
|
|
Credit loss expense ($ |
|
|
|
|
|
|
||
Research and development expense ($ |
|
|
|
|
|
|
||
Depreciation and amortization expense |
|
|
|
|
|
|
||
Total operating expenses |
|
|
|
|
|
|
||
Loss from operations |
|
|
( |
) |
|
|
( |
) |
Share of gain (loss) from equity method investments |
|
|
|
|
|
( |
) |
|
Interest expense ($( |
|
|
( |
) |
|
|
( |
) |
Interest income |
|
|
|
|
|
|
||
Change in fair value of warrant liabilities |
|
|
|
|
|
( |
) |
|
Change in fair value of earnout liabilities |
|
|
|
|
|
|
||
Foreign exchange transaction gain (loss) |
|
|
|
|
|
( |
) |
|
Gain on bargain purchase of OES Acquisition |
|
|
|
|
|
|
||
Net income before taxes |
|
$ |
|
|
$ |
|
||
Income tax benefit (expense) |
|
|
|
|
|
( |
) |
|
Net income |
|
$ |
|
|
$ |
|
||
Net income attributable to noncontrolling interest |
|
|
|
|
|
|
||
Net income attributable to common stockholders |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net income per share |
|
|
|
|
|
|
||
Net income per share, basic |
|
|
|
|
|
|
||
Net income per share, diluted |
|
|
|
|
|
|
||
Weighted average shares outstanding, basic |
|
|
|
|
|
|
||
Weighted average shares outstanding, diluted |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Other Comprehensive income: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Foreign currency translation income |
|
|
|
|
|
( |
) |
|
Total comprehensive income |
|
$ |
|
|
$ |
|
||
Comprehensive income attributable to noncontrolling interest |
|
|
|
|
|
|
||
Total comprehensive income attributable to common stockholders |
|
$ |
|
|
$ |
|
||
See accompanying notes to consolidated financial statements
F-5
FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Foreign exchange transaction gain |
|
|
|
|
|
|
||
Share of (gain) loss from equity method investments |
|
|
( |
) |
|
|
|
|
Interest converted to preferred stock |
|
|
|
|
|
|
||
Credit loss expense ($ |
|
|
|
|
|
|
||
Change in fair value of earnouts |
|
|
|
|
|
( |
) |
|
Change in fair value of warrants |
|
|
( |
) |
|
|
|
|
Share based compensation expense |
|
|
|
|
|
|
||
Loss on sale of equipment |
|
|
|
|
|
|
||
Gain on bargain purchase of OES Acquisition |
|
|
( |
) |
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable ($( |
|
|
( |
) |
|
|
( |
) |
Contract assets |
|
|
( |
) |
|
|
|
|
Deferred transaction costs |
|
|
|
|
|
( |
) |
|
Other current assets |
|
|
|
|
|
|
||
Other non-current assets |
|
|
|
|
|
( |
) |
|
Accounts payable ($ |
|
|
( |
) |
|
|
|
|
Accrued expenses and other current liabilities ($ |
|
|
( |
) |
|
|
|
|
Contract liabilities |
|
|
|
|
|
|
||
Operating lease assets and liabilities |
|
|
|
|
|
|
||
Other long-term payables |
|
|
|
|
|
( |
) |
|
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of equipment |
|
|
|
|
|
|
||
Short-term advances to affiliate ($( |
|
|
( |
) |
|
|
|
|
Distribution from equity method investment PDP |
|
|
|
|
|
|
||
OES Acquisition |
|
|
( |
) |
|
|
|
|
Net cash provided by (used) in investing activities |
|
|
|
|
|
( |
) |
|
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from issuance of Series B preferred stock ($ |
|
|
|
|
|
|
||
Proceeds from debt – related party |
|
|
|
|
|
|
||
Proceeds from debt – third party |
|
|
|
|
|
|
||
Repayment of debt – related party |
|
|
( |
) |
|
|
( |
) |
Repayment of debt – third party |
|
|
( |
) |
|
|
( |
) |
Proceeds from related party credit facilities |
|
|
|
|
|
|
||
Repayment of related party credit facilities |
|
|
( |
) |
|
|
( |
) |
Payment of excise tax on FAST sponsor share redemptions |
|
|
( |
) |
|
|
— |
|
Proceeds from exercised warrants |
|
|
|
|
|
|
||
Proceeds from RSUs issued to affiliates |
|
|
|
|
|
|
||
Settlement of RSUs |
|
|
( |
) |
|
|
|
|
Net cash provided by financing activities |
|
|
|
|
|
|
||
Net increase in cash and cash equivalents |
|
|
|
|
|
|
||
Foreign exchange impact on cash |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents at beginning of year |
|
|
|
|
|
|
||
Cash and cash equivalents at end of year |
|
$ |
|
|
$ |
|
||
See accompanying notes to consolidated financial statements
F-6
FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands of U.S. dollars)
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Supplemental disclosures: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Non-cash activities: |
|
|
|
|
|
|
||
Debt to series B preferred stock conversion - principal (See Note 13) |
|
|
|
|
|
|
||
Accrued interest capitalized as debt principal |
|
|
|
|
|
|
||
Conversion of warrants to common shares, Class A |
|
|
|
|
|
|
||
Conversion of Class B Common Stock to Class A Common Stock |
|
|
|
|
|
|
||
Release of earnout Common shares from escrow |
|
|
|
|
|
|
||
Reclassification of earnout shares to equity |
|
|
|
|
|
|
||
See accompanying notes to consolidated financial statements
F-7
FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)/MEMBERS’ EQUITY
(in thousands of U.S. dollars, except unit and share data)
|
|
Preferred Stock, |
|
|
Common Stock, |
|
|
Common Stock, |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Total |
|
|
Non-Controlling |
|
|
Total equity |
|
|||||||||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
income (loss) |
|
|
deficit |
|
|
stockholders |
|
|
Interest |
|
|
(deficit) |
|
||||||||||||
December 31, 2023 |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||||
Conversion of warrants to common shares |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Conversion of Class B common stock to Class A common stock |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|||
Release of earnout Common shares from escrow |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||
Forfeiture of earnout shares |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Reclassification of stock price based earnout shares |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Share of change in equity method investee |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
RSU issuances |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
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December 31, 2024 |
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Series B preferred stock issued, debt to equity conversion (See Note 13) |
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RSU issuances |
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Net income |
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December 31, 2025 |
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See accompanying notes to consolidated financial statements
F-8
FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of U.S. dollars, unless otherwise stated)
Merger with FAST II
Falcon’s Beyond Global, Inc., a Delaware corporation (“Pubco”, “FBG”, or the “Company”), entered into an Amended and Restated Agreement and Plan of Merger, dated as of September 1, 2023 (the “Merger Agreement”), by and among Pubco, FAST Acquisition Corp. II, a Delaware corporation (“FAST II”), Falcon’s Beyond Global, LLC, a Delaware limited liability company (“Falcon’s Opco”), and Palm Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Merger Sub”).
On October 5, 2023 FAST II merged with and into Pubco (the “SPAC Merger”), with Pubco surviving as the sole owner of Merger Sub, followed by a contribution by Pubco of all of its cash (except for cash required to pay certain transaction expenses) to Merger Sub to effectuate the “UP-C” structure; and on October 6, 2023 Merger Sub merged with and into Falcon’s Opco (the “Acquisition Merger,” and collectively with the SPAC Merger, the “Business Combination”), with Falcon’s Opco as the surviving entity of such merger. Following the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), the direct interests in Falcon’s Opco were held by Pubco and certain holders of the limited liability company units of Falcon’s Opco outstanding as of immediately prior to the Business Combination.
Transaction costs related to the Business Combination of $
Nature of Operations
The Company is a visionary entertainment and technology enterprise at the forefront of the global experience economy. We design, develop, engineer, deliver, and commercialize immersive physical and digital experiences for leading brands, developers, and destination operators worldwide, as well as for our own portfolio of entertainment and technology concepts. Our business is built on an integrated experience platform that brings together creative development, proprietary technologies, advanced engineering, intellectual property (“IP”), and operational execution to enable the repeatable creation, deployment, and scaling of entertainment experiences across multiple formats and locations globally. We operate through three complementary business divisions: Falcon’s Creative Group (“FCG”), Falcon’s Beyond Brands (“FBB”), and Falcon’s Beyond Destinations (“FBD”), each of which serves a distinct role within the Company’s operating model and participates in different stages of value creation within the experience economy. These divisions are conducted through
Basis of presentation
The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries for which it exercises control. Long-term investments in affiliated companies in which the Company exercises significant influence, but which it does not control, are accounted for using the equity method. The Company does not have any significant variable interest entities or special purpose entities whose financial results are not included in the consolidated financial statements.
The financial statements of the Company’s operating foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average monthly exchange rates prevailing during the period. Resulting translation adjustments are included in Accumulated other comprehensive Income (loss).
Principles of Consolidation
The non-controlling interest represents the membership interest in Falcon’s Opco held by holders other than the Company.
F-9
The results of operations attributable to the non-controlling interest are included in the Company’s consolidated statements of operations and comprehensive income, and the non-controlling interest is reported as a separate component of equity.
The Company consolidates the assets, liabilities and operating results of Falcon’s Opco and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP").
Liquidity
The Company has been engaged in expanding its operations through its equity method investments, developing new product offerings, acquiring businesses, raising capital and recruiting personnel. The Company has incurred a loss from operations, and negative cash flows from operating activities, as it has invested in the integration and growth of the Falcon's Beyond Brands division and the newly acquired OES business. Accordingly, the Company performed an evaluation of its ability to continue as a going concern through at least twelve months from the date of the issuance of these consolidated financial statements under Accounting Standards Codification (“ASC”) 205-40, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.
During 2025, the Company issued $
The Company’s development plans, and investments have been funded by the sale of non-core assets from its equity method investment and a combination of debt and equity investments from its stockholders. During 2025, PDP sold all of the shares of Tertian XXI, S.L., a wholly-owned subsidiary of PDP, which owned the real estate assets comprising the resort hotel at Tenerife. The Company received $
The Company is reliant upon its stockholders, and third parties for obtaining additional financing through debt or equity raises, and from distributions from the liquidation of non-core equity method investments and assets, to fund its working capital needs, contractual commitments, and expansion plans. As of December 31, 2025, the Company continues to carry material accrued expenses and accounts payable in relation to its external advisors fees for the 2023 Business Combination. As of December 31, 2025, the Company has a working capital deficiency of $
The Company does not currently have sufficient cash or liquidity to pay all liabilities that are owed or are maturing in the next twelve months and fund ongoing operations and therefore concluded substantial doubt exists about its ability to continue as a gong concern. There can be no assurance that additional capital or financing raises, or liquidation of non-core assets and investments, if completed, will provide the necessary funding for the next twelve months from the date of this Annual Report on Form 10-K. This Annual Report on Form 10-K does not reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
Use of estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company has prepared the estimates using the most current and best available information that are considered reasonable under the circumstances. However, actual results may differ materially from those estimates. Accounting policies subject to estimates include, but are not limited to, inputs used to recognize revenue over time, fair value of assets and liabilities acquired in relation to a business combination, deferred tax valuation allowances, the valuation and impairment testing of goodwill and investments in equity method investments, and the valuation of warrant and earnout liabilities.
Business combinations
The Company utilizes the acquisition method of accounting under ASC 805, Business Combinations ("ASC 805"), for all transactions and events in which it obtains control over one or more other businesses (even if less than 100% ownership is acquired), to recognize the fair value of all assets and liabilities assumed and to establish the acquisition date fair value as of the measurement date.
F-10
While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed as of the acquisition date, the estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill or bargain purchase to the extent we identify adjustments to the preliminary fair values. For changes in the valuation of intangible assets between the preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Subsequent to the measurement period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is determined. Transaction expenses that are incurred in connection with a business combination, other than costs associated with the issuance of debt or equity securities, are expensed as incurred.
Contingent consideration is classified as a liability or as equity on the basis of the definitions of a financial liability and an equity instrument; contingent consideration payable in cash is classified as a liability. The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration payments related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs (as defined in the Fair value measurement policy below). When reported, any changes in the fair value of these contingent consideration payments are included in contingent earnout expense on the consolidated statements of operations and comprehensive income.
Revenue recognition
Based on the specific analysis of its contracts, the Company has determined that its contracts are subject to revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Recognition under the ASC 606 five-step model involves (i) identification of the contract, (ii) identification of performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the previously identified performance obligations, and (v) revenue recognition as the performance obligations are satisfied.
The timing of billings and cash collections result in contract assets and contract liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer for which the right to payment is not subject to the passage of time and relate primarily to unbilled invoices for Attraction services and Product sales. Contract liabilities relate to payments received in advance of performance under a contract. Contract liabilities are recognized as revenue when the Company performs under the contract.
The Company generates revenue from the following revenue streams: Shared services, Destinations operations, Attraction services, and Product sales.
Shared services
The Company provides corporate shared services support to FCG. The Company recognizes revenue related to these services in the amount the Company has a right to invoice. The Company uses the right to invoice practical expedient, as the Company’s right to payment corresponds directly with the value to FCG of the Company’s performance to date.
Destinations operations services
The principal sources of revenues for the Destinations Operations segment are resort and theme park management and incentive fees. Resort and theme park management and incentive fees are based on a percentage of revenues and profits, respectively earned by the theme parks during the corresponding period.
Attraction services
The Company's Falcon's Attractions segment provides attraction services to its customers on a time and material basis. The Company recognizes revenue related to these services using the right to invoice practical expedient.
Product sales
The Company recognizes revenue at the point in time when control transfers to the customer, thus satisfying the performance obligation.
Cash and cash equivalents
The Company considers all highly liquid instruments with an original maturity of three months or less as cash equivalents. Cash and cash equivalents includes restricted cash held by the Company as required by the credit card arrangement.
F-11
Concentration of credit risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of Cash and cash equivalents, Accounts receivable and Contract assets. The Company places its Cash and cash equivalents with financial institutions of high credit quality. At times, such amounts exceed federally insured limits. Management believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of the respective financial institutions.
The Company provides credit to its customers located both inside and outside the United States in its normal course of business. Receivables are presented net of an allowance for credit losses based on the Company’s assessment of the collectability of customer accounts. The Company maintains an allowance that provides for an adequate reserve to cover estimated losses on receivables as well as contract assets. The Company determines the adequacy of the allowance by estimating the probability of loss based on the Company’s historical credit loss experience and taking into consideration current market conditions and supportable forecasts that affect the collectability of the reported amount. The Company regularly evaluates receivable and contract asset balances considering factors such as the customer’s creditworthiness, historical payment experience and the age of the outstanding balance. Changes to expected credit losses during the period are included in Credit loss expense in the Company’s consolidated statements of operations and comprehensive income. After concluding that a reserved accounts receivable is no longer collectible, the Company reduces both the gross receivable and the allowance for credit losses. There was
The Company had
Deferred transaction costs
Investments and advances to equity method investments
The Company uses the equity method to account for investments in corporate joint ventures when we have the ability to exercise significant influence over the operating decisions of the joint venture. Such investments are initially recorded at cost and subsequently adjusted for our proportionate share of the net earnings or loss of the investee, which is reported in Share of gain (loss) from equity method investments in the consolidated statements of operations and comprehensive income. Dividends received, if any, from these joint ventures reduce the carrying amount of our investment.
F-12
Leases
The Company evaluates leases at the commencement of the lease to determine the classification as an operating or finance lease. A right-of-use (“ROU”) asset and corresponding lease liability are recorded at lease commencement. Operating lease liabilities are recognized based on the present value of minimum lease payments over the remaining expected lease term. Lease expenses related to operating leases are recognized on a straight-line basis as a component of Selling, general and administrative expense in the consolidated statements of operations and comprehensive income.
Property and equipment, net
Property and equipment is stated at historical cost, net of accumulated depreciation and impairment losses. Expenditures that materially increase the life of the assets are capitalized. Routine repairs and maintenance are expensed as incurred. When an item is retired or sold, the cost and applicable accumulated depreciation are removed, and any resulting gain or loss is recognized in the consolidated statements of operations and comprehensive income.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms:
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The Company initially records its intangible assets at fair value. Definite lived intangible assets consist of developed technology, tradenames and trademarks and software rights which are located in the United States of America and are amortized over their estimated useful lives.
The Company reviews definite lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these amortizing intangible assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then the assets are written down to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets.
Recoverability of other long-lived assets
The Company’s other long-lived assets consist primarily of property and equipment and lease ROU assets located in the United States of America. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. For property and equipment and lease ROU assets, the Company compares the estimated undiscounted cash flows generated by the asset or asset group to the current carrying value of the asset. If the undiscounted cash flows are less than the carrying value of the asset, then the asset is written down to fair value.
Earnout Liability
At the Closing of the Business Combination, pursuant to the Merger Agreement, certain holders were entitled to receive up to a total of
Warrant liabilities
The Company accounts for warrants assumed in connection with the Business Combination (see "Note 1 – Description of business and basis of presentation") in accordance with the guidance contained in ASC 815, Derivatives and Hedging (“ASC 815”), under which the warrants that do not meet the criteria for equity treatment are recorded as liabilities. Prior to January 14, 2025, the Company classified the warrants as liabilities at their fair value and adjusted the warrants to fair value at the end of each reporting period. The Company remeasured the fair value of the warrants based on the quoted market price of the warrants. The liability was subject to re-measurement at each Balance Sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations and comprehensive income. See "Note 15 – Stock warrants" for earnout modification.
F-13
Fair value measurement
The Company accounts for certain of its financial assets and liabilities at fair value. The Company uses the following three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.
Level 1 |
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Quoted prices for identical instruments in active markets. |
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Quoted prices for similar instruments in active markets, quoted prices for similar instruments in markets that are not active; and model-derived valuations in which significant inputs and value drivers are observable in active markets. |
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Valuations derived from valuation techniques in which one or more significant inputs or value drivers are unobservable and include situations where there is little, if any, market activity for the asset or liability. |
Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risk inherent in valuation techniques, transfer restrictions and credit risks. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial instruments.
The carrying amounts of Cash and cash equivalents, Accounts receivables, Accounts payable and Accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities.
Net income per share
Basic earnings per share of Class A common stock is computed by dividing net income attributable to Class A common stockholders by the weighted average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to Class A common stockholders, adjusted for the assumed exchange of all potentially dilutive securities by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities, to the extent their inclusion is dilutive to earnings per share.
The Company applies the treasury stock method to the Warrants and RSUs, the contingently issuable shares method to the Earnout shares, and the if-converted method for the exchangeable noncontrolling interests, if dilutive.
On September 8, 2025, the Company issued convertible Series B Preferred Stock. The convertible Series B Preferred Stock receives dividends and participates in earnings alongside common stockholders and is therefore classified as a participating security. For basic earnings per share, the Company applies the two-class method. Under the two-class method, net income is reduced by the preferred dividends and earnings allocated to participating securities. Further, because the Series B Preferred Stock is convertible into Class A common stock, it also represents a potential common share for diluted EPS. For participating securities that are convertible into common stock, the Company calculates the diluted earnings per share using the more dilutive of the two-class method and the if-converted method.
Incentive Award Plan
The Company maintains the 2023 Incentive Award Plan (the “Plan”) under which the Company issued grants of restricted stock units (“RSUs”) on December 21, 2023, to officers, directors, employees, and non-employees that vest according to a
F-14
Selling, general and administrative expenses
Selling, general and administrative expenses include payroll, payroll taxes and benefits for non-project related employee salaries, share-based compensation, taxes, and benefits as well as technology infrastructure, marketing, occupancy, finance and accounting, legal, human resources, and corporate overhead expenses.
Transaction (credit) expenses
Transaction expenses are stated separately in the consolidated statements of operations and comprehensive income. Transaction expenses include professional services expenditures directly related to business combinations, other investments, and disposals of other assets and liabilities that qualify as a business. The Company recognized a credit of $
Research and development expenses
Research and development expenses primarily consist of related party vendor costs involved in research and development activities related to the development of new products. Research and development expenses are expensed in the period incurred.
Translation of foreign currencies
The functional currency for the Company’s foreign operations is the applicable local currency. The Company translates assets and liabilities of subsidiaries with a functional currency other than the U.S. dollar using the applicable exchange rate as of the consolidated balance sheet dates and the results of operations and cash flows at the average exchange rates during the corresponding reporting period. Gains and losses resulting from the translation of these foreign currencies into U.S. dollars are recorded in foreign currency translation adjustments in the consolidated statements of operations and comprehensive income. Transactional gains and losses and the re-measurement of foreign currency denominated assets and liabilities held in non-functional currency of the underlying entity are included in Foreign currency translation gain (loss) in the consolidated statements of operations and comprehensive income, respectively.
Income taxes
The Company is treated as a corporation for U.S. federal and state income tax purposes and is subject to U.S. federal and state income taxes, the Company is allocated local and foreign income taxes from taxable income generated by Falcon’s Beyond Global, LLC. Falcon’s Beyond Global, LLC is treated as a partnership for U.S. federal income tax purposes and therefore is not subject to U.S. federal and state income taxes except for certain consolidated subsidiaries that are subject to taxation in foreign jurisdictions as a result of their entity classification for tax reporting purposes.
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTA”) and deferred tax liabilities (“DTL”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.
The Company recognizes DTAs to the extent that it is believed that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If determined that FBG would be able to realize DTAs in the future in excess of their net recorded amount, FBG would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes.
At each balance sheet date, management assesses the need to establish a valuation allowance that reduces deferred income tax assets when it is more likely than not that all, or some portion, of the deferred income tax assets will not be realized. A valuation allowance would be based on all available information including the Company’s assessment of uncertain tax positions and projections of future taxable income and capital gains from each tax-paying component in each jurisdiction, principally derived from business plans and available tax planning strategies.
FBG records uncertain tax positions in accordance with ASC 740, Income Taxes (“ASC 740”) on the basis of a two-step process. The Company will determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical
F-15
merits of the position and for those tax positions that meet the more-likely-than-not recognition threshold, FBG recognizes the largest amount of tax benefit that is more than
Related party transactions
Related parties are comprised of parties which have the ability, directly or indirectly, to control or exercise significant influence over the other party in making financial and operating decisions, and parties under common control. Transactions where there is a transfer of resources or obligations between related parties are disclosed or referenced in "Note 23 – Related party transactions."
Reclassifications
Certain prior year amounts in these consolidated financial statements have been reclassified to conform to the presentation for the year ended December 31, 2025 and 2024.
Recently issued accounting standards
In March 2024, the FASB issued Accounting Standards Update ("ASU") 2024-02, “Codification Improvements-Amendments to Remove References to the Concepts Statements.” The amendments in this ASU affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. This ASU contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance in certain topical areas. This ASU is effective for public business entities for fiscal years beginning after December 15, 2024. The Company
On December 14, 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures", which is primarily applicable to public companies and requires a significant expansion of the granularity of the income tax rate reconciliation as well as an expansion of other income tax disclosures. The amendments in this ASU require a company to disclose specific income tax categories within the rate reconciliation table and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. There are also additional disclosures related to income taxes paid disaggregated by jurisdictions, and to income taxes paid. The ASU is effective for fiscal years beginning after December 15, 2024 and for interim periods in fiscal years beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company adopted this ASU as of December 31, 2025 and it had no material impact to its income tax disclosures, financial condition or results of operations.
Recently issued accounting standards not yet adopted as of December 31, 2025
In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)." The amendments in this ASU require a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. Relevant expense categories include, but are not limited to, employee compensation, selling expenses, intangible asset amortization, depreciation, and purchases of inventory. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, is applied prospectively and may be applied retrospectively. The Company is evaluating the impact of this ASU.
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets." The amendments in this ASU provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under this ASU, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. The ASU is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this ASU.
In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements." The amendments in this ASU clarify interim disclosure requirements and their applicability. This ASU results in a comprehensive list of interim disclosures that are required by U.S. GAAP. The ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this ASU.
In December 2025, the FASB issued ASU 2025-12, "Codification Improvements." The amendments in this ASU facilitates updates for a broad range of topics arising from technical corrections, unintended application of U.S. GAAP, clarifications, and other minor
F-16
improvements. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this ASU.
On
The OES Acquisition was accounted for as a business combination under ASC 805, which requires that purchase consideration, assets acquired and liabilities assumed be measured at their fair values as of the acquisition date. The fair value of the intangible assets was determined using an income approach based on the relief from royalty method. For the favorable lease fair values, we used market rent, market growth rate and discount rate, as relevant, that market participants would consider when estimating fair values. The fair value of the property and equipment was determined using a combination of the cost and market approaches. The estimation of the property and equipment fair value considered the cost, replacement cost, ages, condition, expected useful life, and the intended use for each asset.
The total purchase price was allocated to the individual assets acquired and liabilities assumed based on their relative fair values. The total purchase price was allocated and revised as follows:
|
|
May 9, 2025 as initially reported |
|
|
Adjustments |
|
|
May 9, 2025 as adjusted |
|
|||
Assets acquired |
|
|
|
|
|
|
|
|
|
|||
Intangible assets |
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Operating lease right-of-use asset |
|
|
|
|
|
— |
|
|
|
|
||
Property and equipment |
|
|
|
|
|
|
|
|
|
|||
Prepaid rent and lease deposit |
|
|
|
|
|
— |
|
|
|
|
||
Total assets acquired |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Liabilities assumed |
|
|
|
|
|
|
|
|
|
|||
Loss making contract |
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Operating lease liability |
|
|
|
|
|
— |
|
|
|
|
||
Total liabilities assumed |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
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|
|||
Net assets acquired |
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|
|||
|
|
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|
|||
Bargain purchase gain |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
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|
|||
Purchase consideration |
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|
|||
Cash paid at closing |
|
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|
|
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— |
|
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|
||
Consideration payable |
|
|
|
|
|
— |
|
|
|
|
||
Total purchase consideration |
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
The fair value of the identifiable assets acquired and liabilities assumed exceeded the fair value of the purchase price. As a result, the Company reassessed the recognition and measurement of identifiable assets acquired and liabilities assumed and concluded that the valuation procedures and resulting measurements were appropriate. Accordingly, the acquisition has been accounted for as a bargain purchase and as a result, the Company recognized a gain of $
F-17
The Company recognized $7
The following table presents the Company’s unaudited pro forma revenue and net income:
|
|
(UNAUDITED) Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Revenue |
|
$ |
|
|
$ |
|
||
Net Income |
|
|
|
|
|
|
||
The unaudited combined pro forma revenue and earnings were prepared as if the OES acquisition had occurred on January 1, 2024. The pro forma information was compiled from pre-acquisition financial information and includes pro forma adjustments for depreciation and amortization expense.
The pro forma financial information is for informational purposes only and does not purport to present what the Company’s results would actually have been had the transaction actually occurred on the dates presented or to project the combined company’s results of operations or financial position for any future period.
Disaggregated components of revenue consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Revenue transferred over time: |
|
|
|
|
|
|
||
Shared services |
|
$ |
|
|
$ |
|
||
Destinations operations services |
|
|
|
|
|
|
||
Attraction services |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Revenue transferred at a point in time: |
|
|
|
|
|
|
||
Product sales |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Accounts receivable, net consisted of:
|
|
As of |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Related party |
|
$ |
|
|
$ |
|
||
Third party |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Geographic information
Revenues based on the geographic location of the Company’s customer contracts consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
USA |
|
$ |
|
|
$ |
|
||
Spain |
|
|
|
|
|
|
||
Asia |
|
|
|
|
|
|
||
United Arab Emirates |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-18
Other current assets consisted of:
|
|
As of |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Short term advance to affiliate |
|
$ |
|
|
$ |
|
||
Deferred transaction costs |
|
|
|
|
|
|
||
Advance to Meliá Hotels International, S.A (See Note 23) |
|
|
|
|
|
|
||
Tax refund receivable |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting. The Company’s joint ventures are as follows:
Pursuant to the Subscription Agreement by and between FCG and QIC Delaware, Inc., a Delaware corporation and an affiliate of QIC (the “Subscription Agreement”), QIC Delaware, Inc., holds
QIC is entitled to redeem its preferred units on the earlier of (a) the five-year anniversary of the Strategic Investment on July 27, 2028 or (b) any date on which a majority of key persons cease to be employed by FCG. The LLCA contains contractual provisions regarding the distribution of FCG’s income or loss. Pursuant to these provisions, QIC is entitled to a redemption amount of the initial $
QIC, as the holder of the preferred units of FCG, has priority with respect to any distributions by FCG, to the extent there is cash available. Under the LLCA, such distributions are payable (i) first, to QIC until the holders’ preferred return is reduced to zero, (ii) second, to QIC until the investment amount is reduced to zero, (iii) third, to the Company until it has received an amount per common unit equal to the amount per preferred unit paid to QIC, and (iv) fourth, to QIC and the Company on a pro-rata basis of
The Company recognizes
The LLCA grants QIC the right to block or participate in certain significant operating and capital decisions of FCG, including the approval of FCG’s budget and business plan, strategic investments, and incurring additional debt, among others. These rights allow QIC to effectively participate in significant financial and operating decisions of FCG that are made in FCG’s ordinary course of business. As such, the Company does not have a controlling financial interest since QIC has the substantive right to participate in FCG’s business decisions. Therefore, FCG is accounted for as an equity method investment in the Company’s consolidated financial statements.
The Company and FCG are part of an intercompany service agreement (“Intercompany Services Agreement”) and a license agreement.
During the year ended December 31, 2024, FCG terminated
F-19
claim on FCG's net assets. This adjustment was recognized in the Company's consolidated balance sheet as Share of change in equity of equity method investment.
PDP is an unconsolidated joint venture with Meliá Hotels International, S.A. (“Meliá Group”) for the development and operation of hotel resorts and theme parks. The Company has
The Company received $
Partial Impairment of Investment in PDP
The Tenerife Sale represents a significant change in circumstances that could impact the fair value of the Company’s remaining investment in PDP. Accordingly, the Company performed an impairment evaluation of its equity method investment in PDP to determine whether the remaining carrying amount of the investment exceeds its fair value.
The Company evaluated its remaining equity investment in PDP for impairment as of June 30, 2025 and determined that it was other-than-temporarily impaired. The Company estimated the fair value of its investment in PDP using the direct capitalization method of the income approach. The Company used the property's estimated net operating income, yearly growth rate, capital expenditure reserves and a capitalization rate as the primary significant unobservable inputs (Level 3). The estimated fair value is based upon assumptions that Management believes are reasonable, and the impact of variations in these estimates or the underlying assumptions could be material. The fair value of the Company’s investment in PDP was determined to be $
The Company has a
Partial Impairment of Investment in Karnival
The winding up process of the joint venture represents a significant change in circumstances that could impact the fair value of the Company’s remaining investment in Karnival. Accordingly, the Company performed an impairment evaluation of its equity method investment in Karnival to determine whether the remaining carrying amount of the investment exceeds its fair value. The Company evaluated its remaining equity investment in Karnival for impairment as of September 30, 2025 and determined that it was other-than-temporarily impaired. The Company estimated the fair value of its investment in Karnival using the liquidation value of cash and cash equivalents less estimated costs to liquidate as the primary unobservable inputs (Level 2). The estimated fair value is based upon assumptions that Management believes are reasonable, and the impact of variations in these estimates or the underlying assumptions could be material. The fair value of the Company’s investment in Karnival was determined to be $
Sierra Parima was an equity method investment with Meliá Group focused on the development and operation of hotel resorts and theme parks. The Company had
F-20
Katmandu Park closed in March 2024 following financial, operational, and infrastructure challenges. As of December 31, 2023, the equity investment was deemed to be other-than-temporarily impaired. On May 30, 2025, the investment was sold for nominal consideration and no gain or loss on the sale was recognized.
Investments and advances to equity method investments consisted of:
|
|
As of |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
FCG |
|
$ |
|
|
$ |
|
||
PDP |
|
|
|
|
|
|
||
Karnival |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Share of income (loss) from equity method investments consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
FCG |
|
$ |
( |
) |
|
$ |
( |
) |
PDP |
|
|
|
|
|
|
||
Karnival |
|
|
( |
) |
|
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
Share of loss from FCG consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Share of FCG net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Preferred unit dividend accretion |
|
|
( |
) |
|
|
( |
) |
Basis difference amortization |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
( |
) |
|
$ |
( |
) |
Share of income from PDP consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Share of PDP net income (excluding gain on sale from Tenerife) |
|
$ |
|
|
$ |
|
||
Share of PDP net income from gain on sale of Tenerife |
|
|
|
|
|
|
||
Impairment of PDP |
|
|
( |
) |
|
|
|
|
|
|
$ |
|
|
$ |
|
||
Share of (loss) income from Karnival consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Share of Karnival net income |
|
$ |
|
|
$ |
|
||
Impairment of Karnival |
|
|
( |
) |
|
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
F-21
Summarized balance sheet information for the Company’s equity method investments consisted of:
|
|
As of |
|
|||||||||||||||||||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||
|
|
FCG |
|
|
PDP |
|
|
Karnival |
|
|
FCG |
|
|
PDP |
|
|
Karnival |
|
||||||
Current assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The Company has certain related parties in common with its joint ventures, however, not all related parties of its joint ventures are related parties of the Company.
|
|
As of |
|
|||||||||||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
FCG |
|
|
PDP |
|
|
FCG |
|
|
PDP |
|
||||
Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets comprise primarily of accounts receivable, contract assets and other current assets. Liabilities comprise primarily of accounts payable, and accrued expenses and other current liabilities and contract liabilities.
Statements of operations for the Company’s equity method investments consisted of:
|
|
Year ended |
|
|||||||||||||||||||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||
|
|
FCG |
|
|
PDP |
|
|
Karnival |
|
|
FCG |
|
|
PDP |
|
|
Karnival |
|
||||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
(Loss) income from operations |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Net (loss) income (excluding gain on sale from Tenerife) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Gain on sale of Tenerife |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Related party activity for FCG and PDP consisted of:
|
|
Year ended |
|
|||||||||||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
FCG |
|
|
PDP |
|
|
FCG |
|
|
PDP |
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
During May 2025, the Company assumed a warehouse lease as part of the OES Acquisition with a term through 2029.
The Company recorded $
Operating lease supplemental cash flow information is as follows:
|
|
Year ended |
|
|
Operating cash outflows for amounts included in the measurement of operating lease liabilities |
|
$ |
|
|
Right-of-use assets obtained in exchange for operating lease liabilities |
|
|
|
|
F-22
The Company determined that the discount rate implied in the lease was determinable and was closely aligned with the lessors third party borrowing rate based on the payment terms of the lease which was designed for the lease payments to cover the property owners financing and related costs.
The weighted-average remaining lease terms and discount rates are as follows:
|
|
As of |
|
|
Weighted-average remaining lease term in years |
|
|
|
|
Weighted-average discount rate |
|
|
% |
|
Operating lease liabilities annual maturities are as follows:
|
|
As of |
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Total future lease commitments |
|
$ |
|
|
Less imputed interest |
|
|
( |
) |
Present value of lease liabilities |
|
$ |
|
|
Property and equipment consisted of:
|
|
As of |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Equipment |
|
$ |
|
|
$ |
|
||
Furniture |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Property and equipment, total |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense was $
During May 2025, the Company acquired intangible assets as part of the OES Acquisition.
|
|
|
|
As of December 31, 2025 |
|
|||||
|
|
Weighted Average Amortization Period (In Years) |
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
||
Developed technology |
|
|
$ |
|
|
$ |
( |
) |
||
Tradenames and trademarks |
|
|
|
|
|
|
( |
) |
||
OES trade name |
|
|
|
|
|
|
( |
) |
||
Software rights |
|
|
|
|
|
|
( |
) |
||
|
|
|
$ |
|
|
$ |
( |
) |
||
Intangible assets, net |
|
|
|
|
|
|
$ |
|
||
F-23
Intangible asset amortization was $
Estimated future amortization of intangible assets are as follows:
|
|
Amount |
|
|
For the years ended December 31, |
|
|
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
$ |
|
|
Accrued expenses and other current liabilities consisted of:
|
|
As of |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Transaction and professional fees |
|
$ |
|
|
$ |
|
||
Excise tax payable on FAST II stock redemptions |
|
|
|
|
|
|
||
Accrued payroll and related expenses |
|
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
|
||
Project-related |
|
|
|
|
|
|
||
Demand note payable |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Excise tax liability
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal
In connection with the Business Combination, holders of FAST II Class A Common Stock exercised their right to redeem those shares for a pro rata portion of the cash in the FAST II trust account. These redemptions are subject to the excise tax, and the resulting liability was assumed by the Company in the Business Combination. The Company paid $
F-24
Indebtedness consisted of:
|
|
As of |
|
|||||||||||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Amount |
|
|
Interest |
|
|
Amount |
|
|
Interest |
|
||||
$ |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
$ |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
$ |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
€ |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
$ |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
€ |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Deferred Loan Settlement |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
$ |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
$ |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Current portion of long-term debt and short term debt |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
The Company's debt is carried at amortized cost. Fair values are estimated based on quoted market prices for similar instruments.
The estimated fair value of the €
The estimated fair value of the €
Outstanding debt as of December 31, 2025 matures as follows:
|
|
Amount |
|
|
Within 1 year |
|
$ |
|
|
Between 1 and 2 years |
|
|
|
|
Between 2 and 3 years |
|
|
|
|
Between 3 and 4 years |
|
|
|
|
Between 4 and 5 years |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
As of December 31, 2025, the remaining commitment available under the Company’s related party revolving credit arrangements was as follows:
|
|
Available |
|
|
$ |
|
$ |
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$5.5 million revolving credit arrangement
The Company had a revolving credit arrangement with Infinite Acquisitions Partners LLC (“Infinite Acquisitions”) for $
F-25
$15 million revolving credit arrangement
In November 2025, the Company entered into a revolving credit arrangement between Falcon's Attractions, LLC and Infinite Acquisitions Partners LLC (“Infinite Acquisitions”) for $
€1.5 million term loan
In April 2020, the Company entered into a
€7 million term loan
In March 2019, the Company entered into an
$1.25 million term loan
Falcon's Opco had a
$7.22 million term loan
Falcon's Opco has a
$14.77 million term loan
The Company had a
$0.5 million demand note
In December 2025, the Company entered into a demand note with Katmandu for $
$0.25 million demand note
In December 2025, the Company entered into a demand note with Cecil and Marty Magpuri for $
Litigation
The Company is named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of business. The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss. As previously disclosed in the Company’s Annual Report, on March 27, 2024, a lawsuit was filed against
F-26
the Company by Guggenheim Securities, LLC (“Guggenheim”) in which Guggenheim alleges that the Company owes certain fees and expenses of $
On July 29, 2025, the Company received a Summons to answer a Motion for Summary Judgment in Lieu of Complaint filed in the Supreme Court of the State of New York, New York County (the "Motion”) from FAST Sponsor II LLC (“FAST”) in which FAST alleges that the Company owes FAST payment for principal, interest, and penalties of $
Indemnification
In the ordinary course of business, the Company enters into certain agreements that provide for indemnification by the Company of varying scope and terms to customers, vendors, directors, officers, employees, and other parties with respect to certain matters. Indemnification includes losses from breach of such agreements, services provided by the Company, or third-party intellectual property infringement claims. These indemnities may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments, in some circumstances, are not subject to a cap. As of December 31, 2025 and 2024, there were no known events or circumstances that have resulted in a material indemnification liability.
Commitments
The Company had entered into a commitment with The Hershey Licensing Company (“Hershey”) to develop venues themed with Hershey’s licensed trademarks and intellectual property in at least four locations by 2028. During 2025, the Company terminated and settled the agreement with no impact to the statement of operations.
As of February 24, 2023, the Company has entered into a commitment with KIDS Licensing LLC (“KIDS”) to develop venues themed with KIDS’s licensed trademarks and intellectual property. The Company is required to pay a minimum royalty fee of $
Common Stock
Each holder of common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Shares of Class B Common Stock carry the same voting rights as shares of Class A Common Stock but have no economic terms. Class B Common Stock is exchangeable, along with common units of Falcon’s Opco, into Class A Common Stock.
Series B Preferred Stock
During 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with accredited investors, including Gino P. Lucadamo, a director of the Company (the “Investors”). The Company issued $
Debt Exchange Agreement
On September 8, 2025, the Company entered into a Debt Exchange Agreement (the “Debt Exchange Agreement”) with Infinite Acquisitions to exchange $
F-27
share price of $
Series B Preferred Stock Liquidation Preferences
The Series B Preferred Stock ranks senior to the shares of the Company’s common stock with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company. The Series B Preferred Stock has a liquidation preference equal to the greater of $
Series B Preferred Stock Dividend
The Series B Preferred Stock has an annual cumulative dividend rate of
Upon the declaration of a dividend on the Class A Common Stock, the Series B Preferred Stockholders will receive a dividend, equal to the product of the dividend on each share of Class A Common Stock and the number of shares of Class A Common Stock issuable upon conversion of a share of Series B Preferred Stock.
Series B Preferred Stock Conversion Rights
The Series B Preferred Stock will convert into shares of Class A Common Stock at the then-applicable conversion rate, automatically following the third anniversary of the original issuance date, if at any time the volume weighted average sale price of one share of Class A Common Stock equals or exceeds $
In the event of a reorganization involving the Company, such as a merger, consolidation, reclassification, or statutory exchange, where Class A Common Stock is exchanged for cash, securities, or other property, each outstanding share of Preferred Stock will become convertible into the same form and proportion of consideration that a holder of Class A Common Stock would have received, had the Preferred Stock been converted immediately prior to the event. This conversion right is contingent upon all holders of pari passu and subordinated equity instruments receiving the same form of consideration. If each share of Class A Common Stock, or pari passu or subordinated equity instrument, is entitled to receive a mix of kind or amount of securities, cash and/or other property upon such reorganization event, the Preferred Stock holders shall be entitled to receive the same mix and form of consideration.
Series B Preferred Voting Rights
The holders of Series B Preferred Stock have the right to vote on an as-converted to Class A Common Stock basis on all matters presented to the Company’s stockholders. Additionally, holders of Series B Preferred Stock have customary protective provisions.
At the Closing of the Business Combination, the Company issued
Earnout Shares were deposited into escrow at Closing to be earned, released and delivered upon satisfaction of, or forfeited and cancelled upon the failure of certain milestones related to the EBITDA and the gross revenue of the Company during periods between July 1, 2023 and December 31, 2024, and the volume weighted average closing sale price of the Company’s shares of Class A Common Stock during the five-year period beginning on the one-year anniversary of the Acquisition Merger and ending on the six-year anniversary of the Acquisition Merger. During the year ended December 31, 2024,
F-28
Prior to September 30, 2024, the Earnout Shares were classified as a liability and measured at fair value, with changes in fair value included in the consolidated statements of operations and comprehensive income. On September 30, 2024, earnout participants agreed to forfeit all remaining earnout shares held in escrow, which were to be released and earned based on meeting EBITDA and revenue targets. An aggregate of
The forfeiture is treated as a modification of the original earnout agreement. The remaining earnout shares which are to be released and earned based on the Company’s stock price meet the requirements for equity classification after the modification. The Company adjusted the fair value of the earnout shares a final time on September 30, 2024, immediately prior to the modification. The total adjusted liability balance, including the amount associated with the forfeited earnout shares, was reclassified into equity as of September 30, 2024.
Prior to reclassification into equity, the fair value of the earnout liability was $
On December 2, 2025, the first stock price-based earnout trigger was met. As of December 2, 2025, Company’s volume weighted average closing sale price of its Class A common stock was greater than $
Prior to January 14, 2025, the warrants were classified as a liability and measured at fair value, with changes in fair value included in the consolidated statements of operations and comprehensive income. The warrant agreement was amended effective
The remaining warrants meet the requirements for equity classification after the amendment. The Company adjusted the fair value of the warrants a final time on January 14, 2025, immediately prior to the amendment effective date. The total adjusted liability balance was reclassified into equity on January 14, 2025. After the reclassification to equity, the warrants do not require subsequent fair value measurement.
As of December 31, 2025, there are
As of December 31, 2024, there are
Assets and liabilities measured at fair value on a recurring basis are comprised of:
|
|
As of December 31, 2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant liabilities |
|
$ |
|
|
|
|
|
|
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The warrant liability fair value is based on quoted market prices in active markets, and therefore is classified within Level 1 of the fair value hierarchy. The earnouts based on revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) as well as the earnouts based on the Company’s stock price were classified within Level 3 of the hierarchy as the fair value was derived using a Monte Carlo simulation analysis in a risk neutral framework, which used a combination of observable (Level 2) and unobservable (Level 3) inputs. Key estimates and assumptions impacting the fair value measurement include the Company’s revenue and EBITDA forecasts as well as the assumptions listed in the tables below.
F-29
The Company estimated the fair value per share of the underlying common stock based, in part, on the results of third-party valuations and additional factors deemed relevant. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the earnouts. The Company has not paid cash dividends and does not intend to do so in the foreseeable future. The payment of any dividends is within the discretion of the Company’s board of directors and will be dependent upon the Company’s revenue and earnings, if any, capital requirements, and general financial condition. Further, the Company’s ability to declare dividends may be limited by the terms of financing or other agreements entered into by us or our subsidiaries from time to time, including certain consent rights in connection with the Strategic Investment.
On September 30, 2024, following the earnout forfeiture, the Company adjusted the fair value of all earnout shares a final time, immediately before the modification (see "Note 14 – Earnouts" for details on the modification), and ignoring the effect of the modification. The total adjusted liability balance, including the amount associated with the forfeited earnout shares, was reclassified into equity on September 30, 2024. After reclassification into equity, the earnout shares do not require subsequent fair value measurement.
Unobservable inputs of the earnout liability for earnout shares based on revenue and EBITDA targets are as follows:
|
|
September 30, |
|
|
Current stock price |
|
|
||
Earnout period – beginning |
|
|
||
Earnout period – end |
|
|
||
Equity volatility, EBITDA volatility |
|
|
% |
|
Operational leverage ratio |
|
|
% |
|
Revenue volatility |
|
|
% |
|
Revenue/stock price correlation |
|
|
% |
|
EBITDA/stock price correlation |
|
|
% |
|
Revenue discount rate |
|
|
% |
|
Dividend yield |
|
|
% |
|
Unobservable inputs of the earnout liability for earnout shares based on the Company’s stock price are as follows:
|
|
September 30, |
|
|
Term (years) |
|
|
||
Volatility |
|
|
% |
|
Risk-free rate |
|
|
% |
|
Dividend yield |
|
|
% |
|
Current stock price |
|
|
|
|
There were no transfers between Level 1 and Level 2, nor into and out of Level 3, during the periods presented. As of September 30, 2024, all earnouts were adjusted to fair value and reclassified into equity. See "Note 14 – Earnouts" for details on the fair value of the earnout liability as of September 30, 2024.
F-30
The weighted average shares of common stock outstanding used to determine the Company’s Net income per share reflects the following:
|
|
Year ended |
|
|||||
(amounts in thousands, except number of shares and amount per share) |
|
December 31, |
|
|
December 31, |
|
||
Numerator: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
||
Series B Preferred Stock dividends |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Net income available to Class A common stockholders |
|
|
|
|
|
|
||
Adjustment for dilutive RSUs |
|
|
|
|
|
|
||
Adjustment for dilutive warrants |
|
|
( |
) |
|
|
|
|
Adjustment for dilutive earnout units at Falcon’s Beyond Global, LLC |
|
|
|
|
|
( |
) |
|
Dilutive net income attributable to Class A common stockholders |
|
$ |
|
|
$ |
|
||
Denominator: |
|
|
|
|
|
|
||
Weighted average Class A common stock outstanding - basic |
|
|
|
|
|
|
||
Adjustment for dilutive RSUs |
|
|
|
|
|
|
||
Adjustment for dilutive warrants |
|
|
|
|
|
|
||
Adjustment for dilutive Class A earnout shares |
|
|
|
|
|
|
||
Weighted average Class A common stock outstanding – diluted |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net income per Class A common share - basic: |
|
|
|
|
|
|
||
Net income per Class A common share – diluted: |
|
|
|
|
|
|
||
The following securities were not included in the computation because the effect would be anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Class A earnout shares |
|
|
|
|
|
|
||
Class B earnout shares |
|
|
|
|
|
|
||
Series B Preferred Stock shares |
|
|
|
|
|
|
||
Warrants to purchase common stock |
|
|
|
|
|
|
||
RSUs |
|
|
|
|
|
|
||
Class A shares subject to forfeiture under the deferred settlement agreement |
|
|
|
|
|
|
||
The Company adopted a share-based compensation plan (the “Plan”) under which each vested Restricted Stock Unit represents the right to receive one Class A Common Share. Under the Plan, RSUs with service-based conditions may be granted to directors, officers, employees, and non-employees. RSUs were granted to employees of both the Company and FCG. However, FCG fully reimburses FBG for the compensation cost associated with these grants. As such, expenses related to the RSUs granted to employees of FCG do not represent a purchase of services or contribution to FCG.
The RSUs do not provide the grantee with an option to choose settlement in cash or stock. The holder of the RSU shall not be, nor have any of the rights or privileges of, a shareholder of the Company, including, without limitation, voting rights and rights to dividends, in respect to the RSUs and any shares underlying the RSUs and deliverable under the Plan unless and until such shares shall have been issued by the Company and held of record by such holder. The fair value of these RSUs is estimated based on the fair value of the Company’s common stock on the date of grant using the closing price on the day of grant.
F-31
A summary of the Plan’s RSUs award activity is as follows:
|
|
Restricted |
|
|
Nonvested at January 1, 2025 |
|
|
|
|
Granted |
|
|
|
|
Forfeited |
|
|
( |
) |
Vested |
|
|
( |
) |
Nonvested shares outstanding at December 31, 2025 |
|
|
|
|
Vested shares outstanding at December 31, 2025 |
|
|
|
|
The RSUs under the Plan will vest over a
The RSU granted under the plan on December 21, 2023, May 21, 2024, and June 25, 2024
The RSUs granted under the Plan on October 31, 2024 vest as follows: (1)
The RSUs granted under the Plan on February 7, 2025 vest each year following the grant date.
The Company recognized stock-based compensation expense of $
As of December 31, 2025 and 2024, stock-based compensation expense not yet recognized relating to nonvested awards was $
The Company sponsors the Falcon’s Beyond 401(k) Profit Sharing Plan (“the 401(k) Plan”) that covers all employees over
Under the 401(k) Plan, eligible employees can also contribute a portion of their salary, and the Company will match up to
The Income (loss) before income taxes consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Income (loss) before income taxes |
|
|
|
|
|
|
||
United States |
|
$ |
( |
) |
|
$ |
|
|
Foreign |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-32
The income tax benefit (expense) benefit consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Current |
|
|
|
|
|
|
||
Federal |
|
$ |
|
|
$ |
( |
) |
|
State |
|
|
|
|
|
|
||
Foreign |
|
|
|
|
|
( |
) |
|
Deferred |
|
|
|
|
|
|
||
Federal |
|
|
|
|
|
|
||
State |
|
|
|
|
|
|
||
Foreign |
|
|
|
|
|
|
||
Income tax benefit (expense) |
|
$ |
|
|
$ |
( |
) |
|
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate pursuant to the disclosure requirements of ASU 2023-09 applied prospectively is as follows:
|
|
Year ended December 31, |
|
|||||
|
|
2025 |
|
|||||
Statutory federal income tax rate |
|
$ |
|
|
|
% |
||
Noncontrolling Interests |
|
|
( |
) |
|
|
( |
)% |
Valuation allowance |
|
|
( |
) |
|
|
( |
)% |
Florida state taxes |
|
|
|
|
|
% |
||
Foreign tax effects: |
|
|
|
|
|
|
||
Spain valuation allowance |
|
|
|
|
|
% |
||
Spain statutory tax rate difference |
|
|
|
|
|
% |
||
Spain non taxable income |
|
|
( |
) |
|
|
( |
)% |
Spain other |
|
|
|
|
|
% |
||
Other |
|
|
( |
) |
|
|
( |
)% |
Effective tax rate |
|
$ |
|
|
|
( |
)% |
|
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate, prior to adoption of ASU 2023-09, is as follows:
|
|
Year ended December 31, |
|
|
|
|
2024 |
|
|
Statutory federal income tax rate |
|
|
% |
|
Noncontrolling Interests |
|
|
( |
)% |
Valuation allowance |
|
|
( |
)% |
State taxes |
|
|
% |
|
Effect of foreign operations |
|
|
% |
|
Other |
|
|
( |
)% |
Effective tax rate |
|
|
% |
|
F-33
Net deferred tax assets are as follows:
|
|
As of |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Deferred tax assets: |
|
|
|
|
|
|
||
Start-up/Organization costs |
|
$ |
|
|
$ |
|
||
Partnership Investment |
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
|
|
|
|
|
||
Other |
|
|
( |
) |
|
|
|
|
Total deferred tax assets |
|
|
|
|
|
|
||
Valuation allowance |
|
|
( |
) |
|
|
( |
) |
Deferred tax asset, net of allowance |
|
$ |
|
|
$ |
|
||
Management has reviewed all available evidence, both positive and negative, in determining the need for a valuation allowance with respect to the gross deferred tax assets. In determining the manner in which available evidence should be weighted, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore continued to maintain a full valuation allowance.
As of December 31, 2025 and 2024, respectively, the Company has foreign net operating loss carryforwards of $
The Company received a federal tax refund of $
There were
In the normal course of business, the Company is subject to examination by U.S. federal and certain state, local and foreign tax regulators. At December 31, 2025, U.S. federal tax returns related to Falcon’s Pubco and Opco entities for the years 2022 through 2024 are generally open under the normal statute of limitations and therefore subject to examination. State and local tax returns of our Falcon’s Pubco and Opco entities are generally open to audit for tax year 2022-2024. In addition, certain foreign subsidiaries’ tax returns from 2016 to 2024 are also open for examination by various regulators. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s consolidated financial statements.
On July 4, 2025, H.R. 1, “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14”, commonly referred to as the "One Big Beautiful Bill Act,” was enacted in the United States. The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses, including the restoration of immediate expensing of domestic research and development expenditures, reinstatement of accelerated fixed asset depreciation and modifications to the international tax framework. We applied the relevant changes to the Company’s income tax provision for the period ended December 31, 2025, which did not materially impact the Company’s consolidated tax position.
On October 6, 2023, the partners of Falcon’s Opco at the time of the Acquisition Merger (“Exchange TRA Holders”), along with the Company (collectively the “TRA Holders”) entered into a Tax Receivable Agreement (“TRA Agreement”) with Falcon’s Opco that provides for the payment by Falcon’s Opco to the TRA Holders of
F-34
an Amendment to the Tax Receivable Agreement to clarify the rights of a TRA Holder that transfers units but does not assign the transferee its rights under the TRA Agreement with respect to such transferred units.
The Company had
FCG provides creative and advisory services including destination strategy, master planning, experiential and attraction design, digital media, interactive software, IP development, and creative guardianship for entertainment and hospitality destinations. For the purpose of assessing financial performance and making resource allocation decisions, the CODM reviews full FCG results as if FCG was consolidated, instead of only the share of FCG's equity method gain. To reconcile total segment revenue to the Company's total consolidated revenue, FCG's segment revenue is eliminated. To reconcile Segment loss from operations to the Company's consolidated net income before taxes, FCG's Segment income from operations is eliminated and the Company's share of FCG's equity method loss is added.
PDP develops, owns and operates hotels, theme parks and retail, dining and entertainment venues. Destinations Operations provides development and management services for themed entertainment to PDP and develops, owns, operates, and expands entertainment venues, hospitality experiences, and branded destination concepts across a variety of location‑based formats, utilizing proprietary and third‑party intellectual property. The Company collectively refers to the Destinations Operations and PDP as Falcon’s Beyond Destinations.
Falcon's Attractions designs, engineers, manufactures, and sells proprietary and customized ride systems, attraction hardware, and related technologies for theme parks, location‑based entertainment venues, and destination developments worldwide. Falcon’s Beyond Brands-Other is utilized for the development and commercialization of Company owned and third-party intellectual property through consumer products and media.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
F-35
|
|
Year ended December 31, 2025 |
|
|||||||||||||||||||||
|
|
Falcon’s |
|
|
Falcon's Beyond Destinations |
|
|
Falcon's Beyond Brands |
|
|
|
|
||||||||||||
|
|
Creative |
|
|
Destinations Operations |
|
|
PDP |
|
|
Falcon's Attractions |
|
|
Other |
|
|
Segment Total |
|
||||||
Revenue external customers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Product sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue corporate unallocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue FCG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Total consolidated revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Project design and build expense |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Cost of product sales |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Selling, general and administrative |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Research and development expense |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share of gain from equity method investments, excluding gain on Tenerife Sale and joint venture impairments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment income (loss) from operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
||
|
|
Year ended December 31, 2024 |
|
|||||||||||||||||
|
|
Falcon’s |
|
|
Falcon's Beyond Destinations |
|
|
Falcon's |
|
|
|
|
||||||||
|
|
Creative |
|
|
Destinations Operations |
|
|
PDP |
|
|
Beyond |
|
|
Segment Total |
|
|||||
Revenue - external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reconciliation of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue corporate unallocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue FCG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Total consolidated revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Project design and build expense |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Research and development expense |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Share of gain from equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment income (loss) from operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
F-36
A reconciliation of segment loss from operations to net income before taxes is as follows:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Segment loss from operations |
|
$ |
( |
) |
|
$ |
( |
) |
Unallocated corporate overhead |
|
|
( |
) |
|
|
( |
) |
Elimination FCG segment income from operations |
|
|
( |
) |
|
|
( |
) |
Share of loss from FCG |
|
|
( |
) |
|
|
( |
) |
Transaction credit (expenses) |
|
|
|
|
|
( |
) |
|
Credit loss expense |
|
|
|
|
|
( |
) |
|
Depreciation and amortization expense |
|
|
( |
) |
|
|
( |
) |
Share of equity method investee's gain on Tenerife Sale |
|
|
|
|
|
|
||
Impairment of PDP |
|
|
( |
) |
|
|
|
|
Impairment of Karnival |
|
|
( |
) |
|
|
|
|
Interest expense |
|
|
( |
) |
|
|
( |
) |
Interest income |
|
|
|
|
|
|
||
Change in fair value of warrant liabilities |
|
|
|
|
|
( |
) |
|
Change in fair value of earnout liabilities |
|
|
|
|
|
|
||
Foreign exchange transaction (loss) gain |
|
|
|
|
|
( |
) |
|
Gain on bargain purchase of OES Acquisition |
|
|
|
|
|
|
||
Net income before taxes |
|
$ |
|
|
$ |
|
||
Identifiable assets are comprised of:
|
|
Total Assets |
|
|
Capital Expenditures |
|
||||||||||
|
|
As of |
|
|
Year ended |
|
||||||||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||
Falcon’s Creative Group |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Destinations Operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
PDP |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Falcon's Attractions |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Falcon's Beyond Brands-other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unallocated corporate assets and intersegment eliminations |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Accounts Receivable
The Company has a receivable from PDP for $
Accounts Payable
The Company reimbursed certain audit and professional fees on behalf of PDP and Sierra Parima. There were $
F-37
Other current assets
The Company has a short-term advance to fund working capital to FCG for $
Related Party debt
The Company has various long-term debt instruments with Infinite Acquisitions. On September 8, 2025, the Company exchanged $
Loans with Katmandu Ventures, LLC had accrued interest of $
Services provided to equity method investments
FCG has been contracted for various design, master planning, attraction design, hardware sales and commercial services for themed entertainment offerings by the Company’s equity method investments. Destinations Operations recognizes management and incentive fees from the Company’s equity method investments.
Intercompany Services Agreement between FCG and the Company
There was $
The Company recognizes related party revenue for corporate shared service support provided to FCG and PDP. Total related party revenues from services provided to our equity method investments were $
FCG also provides marketing, research and development, and other services to FBG. The Company owes FCG $
Subscription agreement with Infinite Acquisitions
Infinite Acquisitions had a commitment to invest $
RSUs of the Company provided to FCG employees
The Company issued
Advance to Meliá Group
The Company had $
F-38
2025, Melia returned the $
Series B Preferred stock
On September 8, 2025, the Company issued
Equity method investment financing
Scott Demerau, the Executive Chairman and his wife are investors of the lender that provided $
The Company has evaluated subsequent events through March 30, 2026 and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the following:
The Company repaid $
The Company received a partial distribution from Karnival in the amount of $
F-39
INDEPENDENT AUDITOR'S REPORT
Board of Managers
Falcon's Creative Group, LLC:
Opinion
We have audited the consolidated financial statements of Falcon's Creative Group, LLC and its subsidiaries (the Company), which comprise the consolidated balance sheet as of December 31, 2025, and the related consolidated statement of operations, members’ (deficit) equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the consolidated financial statements are issued.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with GAAS, we:
F-40
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ KPMG LLP
Orlando, Florida
March 30, 2026
F-41
INDEPENDENT AUDITOR’S REPORT
To the Board of Managers of Falcon’s Creative Group, LLC.
Opinion
We have audited the consolidated financial statements of Falcon’s Creative Group, LLC and subsidiaries (the “Company”), which comprise the consolidated balance sheet as of December 31, 2024, and the related consolidated statements of operations, cash flows, and members’ equity for the year then ended, and the related notes to the consolidated financial statements (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
F-42
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ Deloitte & Touche LLP
Tampa, Florida
April 3, 2025
F-43
FALCON’S CREATIVE GROUP, LLC
CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars)
|
|
As of |
|
|||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents ($823 and $869 restricted cash as of December 31, 2025 and 2024, respectively) |
|
$ |
1,648 |
|
|
$ |
1,166 |
|
Accounts receivable ($866 and $14,411 related party as of December 31, 2025 and 2024, respectively) |
|
|
4,444 |
|
|
|
14,441 |
|
Contract assets ($23,643 and $14,197 related party as of December 31, 2025 and 2024, respectively) |
|
|
23,643 |
|
|
|
14,197 |
|
Other current assets |
|
|
622 |
|
|
|
290 |
|
Land held for sale |
|
|
3,450 |
|
|
|
— |
|
Total current assets |
|
|
33,807 |
|
|
|
30,094 |
|
Operating lease right-of-use assets |
|
|
29 |
|
|
|
235 |
|
Finance lease right-of-use assets |
|
|
156 |
|
|
|
— |
|
Property and equipment, net |
|
|
8,777 |
|
|
|
12,501 |
|
Intangible assets, net |
|
|
2,829 |
|
|
|
3,567 |
|
Goodwill |
|
|
11,471 |
|
|
|
11,471 |
|
Other non-current assets |
|
|
562 |
|
|
|
728 |
|
Total assets |
|
$ |
57,631 |
|
|
$ |
58,596 |
|
|
|
|
|
|
|
|
||
Liabilities, temporary equity and members’ equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable ($2,363 and $1,454 related party as of December 31, 2025 and 2024, respectively) |
|
$ |
6,161 |
|
|
$ |
10,711 |
|
Accrued expenses and other current liabilities ($983 related party as of December 31, 2025) |
|
|
3,435 |
|
|
|
5,359 |
|
Current portion of long-term debt |
|
|
185 |
|
|
|
38 |
|
Contract liabilities ($991 and $839 related party as of December 31, 2025 and 2024, respectively) |
|
|
7,263 |
|
|
|
1,128 |
|
Finance lease liability, current |
|
|
50 |
|
|
|
12 |
|
Operating lease liability, current |
|
|
— |
|
|
|
196 |
|
Total current liabilities |
|
|
17,094 |
|
|
|
17,444 |
|
Long-term debt, net |
|
|
6,146 |
|
|
|
6,076 |
|
Finance lease liability, net of current portion |
|
|
106 |
|
|
|
— |
|
Total liabilities |
|
$ |
23,346 |
|
|
$ |
23,520 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies – Note 9 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Temporary equity - Preferred units subject to possible redemption |
|
$ |
35,872 |
|
|
$ |
32,781 |
|
|
|
|
|
|
|
|
||
Members’ (deficit) equity |
|
|
|
|
|
|
||
Members’ (deficit) capital |
|
$ |
(1,587 |
) |
|
$ |
2,295 |
|
Total members’ (deficit) equity |
|
$ |
(1,587 |
) |
|
$ |
2,295 |
|
Total liabilities, temporary equity and members’ (deficit) equity |
|
$ |
57,631 |
|
|
$ |
58,596 |
|
See accompanying notes to consolidated financial statements
F-44
FALCON’S CREATIVE GROUP, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of U.S. dollars)
|
|
Year ended |
|
|||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Revenue ($23,387 and $52,705 related party for the years ended December 31, 2025 and 2024, respectively) |
|
$ |
38,703 |
|
|
$ |
53,159 |
|
Operating expenses: |
|
|
|
|
|
|
||
Project design and build expense ($540 and $674 related party for the years ended December 31, 2025 and 2024, respectively) |
|
|
25,926 |
|
|
|
38,906 |
|
Selling, general and administrative expense ($6,807 and $6,544 related party for the years ended December 31, 2025 and 2024, respectively) |
|
|
11,486 |
|
|
|
13,045 |
|
Research and development expense |
|
|
2 |
|
|
|
1 |
|
Depreciation and amortization expense |
|
|
1,353 |
|
|
|
1,344 |
|
Total operating expenses |
|
|
38,767 |
|
|
|
53,296 |
|
Loss from operations |
|
|
(64 |
) |
|
|
(137 |
) |
Interest expense |
|
|
(599 |
) |
|
|
(574 |
) |
Interest income |
|
|
31 |
|
|
|
35 |
|
Loss on lease termination |
|
|
— |
|
|
|
(22 |
) |
Foreign exchange transaction loss |
|
|
(113 |
) |
|
|
(49 |
) |
Net loss before taxes |
|
|
(745 |
) |
|
|
(747 |
) |
Income tax (expense) benefit |
|
|
(46 |
) |
|
|
207 |
|
Net loss |
|
$ |
(791 |
) |
|
$ |
(540 |
) |
See accompanying notes to consolidated financial statements
F-45
FALCON’S CREATIVE GROUP, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
|
|
Year ended |
|
|||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
(791 |
) |
|
$ |
(540 |
) |
Adjustments to reconcile net loss to net cash provided by (used) in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
1,529 |
|
|
|
1,344 |
|
Deferred financing costs amortization |
|
|
9 |
|
|
|
7 |
|
Gain on disposal of assets |
|
|
— |
|
|
|
(13 |
) |
Impairment of fixed assets |
|
|
— |
|
|
|
24 |
|
Loss on lease termination |
|
|
— |
|
|
|
22 |
|
Foreign exchange transaction gain |
|
|
— |
|
|
|
11 |
|
Change in deferred tax asset |
|
|
46 |
|
|
|
(207 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable ($13,545 and $(9,835) related party as of December 31, 2025 and 2024, respectively) |
|
|
9,997 |
|
|
|
(9,791 |
) |
Other – current assets |
|
|
(8 |
) |
|
|
291 |
|
Contract assets ($(9,446) and $(12,449) related party as of December 31, 2025 and 2024, respectively) |
|
|
(9,446 |
) |
|
|
(12,295 |
) |
Other non – current assets |
|
|
122 |
|
|
|
(408 |
) |
Accounts payable ($910 and $868 related party as of December 31, 2025 and 2024, respectively) |
|
|
(4,550 |
) |
|
|
7,341 |
|
Operating lease assets and liabilities |
|
|
8 |
|
|
|
(29 |
) |
Accrued expenses and other current liabilities |
|
|
(2,907 |
) |
|
|
2,897 |
|
Contract liabilities ($152 and $(283) related party as of December 31, 2025 and 2024, respectively) |
|
|
6,135 |
|
|
|
6 |
|
Net cash provided by (used) in operating activities |
|
|
144 |
|
|
|
(11,340 |
) |
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
(293 |
) |
|
|
(11,124 |
) |
Disposal of property and equipment |
|
|
1 |
|
|
|
70 |
|
Net cash used in investing activities |
|
|
(292 |
) |
|
|
(11,054 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from debt |
|
|
— |
|
|
|
6,180 |
|
Repayment of debt |
|
|
(29 |
) |
|
|
— |
|
Deferred financing costs |
|
|
— |
|
|
|
(72 |
) |
Repayment of finance agreement |
|
|
(314 |
) |
|
|
— |
|
Short term advances from affiliate ($983 related party as of December 31, 2025) |
|
|
983 |
|
|
|
— |
|
Principal payment on finance lease obligation |
|
|
(12 |
) |
|
|
(52 |
) |
Capital contribution |
|
|
— |
|
|
|
12,000 |
|
Net cash provided by financing activities |
|
|
628 |
|
|
|
18,056 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
480 |
|
|
|
(4,338 |
) |
Foreign exchange impact on cash |
|
|
2 |
|
|
|
— |
|
Cash and cash equivalents – beginning of the year |
|
|
1,166 |
|
|
|
5,504 |
|
Cash and cash equivalents at end of year |
|
$ |
1,648 |
|
|
$ |
1,166 |
|
Supplemental disclosures: |
|
|
|
|
|
|
||
Cash paid for interest – finance leases |
|
$ |
1 |
|
|
$ |
18 |
|
Cash paid for interest – debt |
|
|
577 |
|
|
|
503 |
|
Non-cash activities: |
|
|
|
|
|
|
||
Related party capital contribution (See Note 12) |
|
|
— |
|
|
|
488 |
|
Right-of-use assets obtained in exchange for new finance lease liabilities |
|
|
156 |
|
|
|
— |
|
Purchase of other current asset |
|
|
(324 |
) |
|
|
— |
|
Purchase of property and equipment |
|
|
(227 |
) |
|
|
— |
|
Issuance of finance agreement |
|
|
551 |
|
|
|
— |
|
See accompanying notes to consolidated financial statements
F-46
FALCON’S CREATIVE GROUP, LLC
CONSOLIDATED STATEMENTS OF MEMBERS’ (DEFICIT) EQUITY
(in thousands of U.S. dollars, except for unit data)
|
|
Members’ (Deficit) Equity |
|
|
Temporary Equity |
|
||||||||||
|
|
Common |
|
|
Members’ |
|
|
Preferred |
|
|
Temporary |
|
||||
December 31, 2023 |
|
|
75 |
|
|
$ |
4,895 |
|
|
|
25 |
|
|
$ |
18,234 |
|
Capital contribution |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,000 |
|
Related party capital contribution (See Note 12) |
|
|
— |
|
|
|
487 |
|
|
|
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
(540 |
) |
|
|
— |
|
|
|
— |
|
Accretion on preferred units subject to possible redemption to redemption amount |
|
|
— |
|
|
|
(2,547 |
) |
|
|
— |
|
|
|
2,547 |
|
December 31, 2024 |
|
|
75 |
|
|
|
2,295 |
|
|
|
25 |
|
|
|
32,781 |
|
Net loss |
|
|
— |
|
|
|
(791 |
) |
|
|
— |
|
|
|
— |
|
Accretion on preferred units subject to possible redemption to redemption amount |
|
|
— |
|
|
|
(3,091 |
) |
|
|
— |
|
|
|
3,091 |
|
December 31, 2025 |
|
|
75 |
|
|
$ |
(1,587 |
) |
|
|
25 |
|
|
$ |
35,872 |
|
See accompanying notes to consolidated financial statements
F-47
FALCON’S CREATIVE GROUP, LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(in thousands of U.S. dollars, unless otherwise stated)
Falcon’s Creative Group, LLC provides master planning, media and audio production, project management, experiential technologies, and attraction hardware development, procurement, and sales on a work-for-hire or licensing model for clients. The Company consolidates Falcon’s Treehouse National, LLC (“National”), Falcon’s Treehouse, LLC, Falcon’s Creative Group Philippines, Inc. (“Treehouse”), together with National (“FCG” or the “Company”).
The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in the consolidation.
Strategic Investment
On July 27, 2023, pursuant to the Subscription Agreement by and between FCG and QIC Delaware, Inc., (the “Subscription Agreement”), QIC Delaware, Inc., a Delaware corporation and an affiliate of Qiddiya Investment Company (“QIC”), invested $30.0 million in FCG (“Strategic Investment”). Following the closing of the Subscription Agreement, the Company has two members: QIC, holding 25% of the equity interest in the form of 25 Preferred Units, and FBG, holding the remaining 75% of the equity interest in the form of 75 Common Units. In connection with the Strategic Investment, the Company amended and restated its limited liability company agreement (“LLCA”) to include QIC as a member and to provide QIC with certain consent, priority and preemptive rights; and FBG and the Company entered into an intercompany service agreement (“Intercompany Services Agreement”) and a license agreement. Upon the closing of the Subscription Agreement, the Company received a closing payment of $17.5 million (net of $0.5 million in reimbursements relating to due diligence fees incurred by QIC). On April 16, 2024, QIC released the remaining $12.0 million of the $30.0 million investment to FCG upon the establishment of an employee retention and attraction incentive program.
The preferred units are entitled to a preferred return, which is an amount necessary to result in a rate of return of 9% per annum, compounding annually and accruing from the date of the Strategic Investment (“Preferred Return”).
The preferred units feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The preferred units become redeemable on the earlier of (i) the five-year anniversary of the Strategic Investment and (ii) any date on which a majority of key persons, as defined in the LLCA, cease to be employed by FCG (the “Redemption Commencement Date”). At any time after the Redemption Commencement Date, QIC may elect, in its sole discretion, to require the Company to redeem any or all of the outstanding preferred units for the redemption amount of such preferred units as of the redemption date, which is an amount equal to the QIC’s investment amount plus the Preferred Return. As of December 31, 2025 and 2024, these preferred units are recorded in the consolidated balance sheets as Temporary equity. The Company accretes the Preferred Return and $0.5 million reimbursable fees to Temporary Equity over the period from the date of issuance to the five year anniversary of the Strategic Investment.
The LLCA grants QIC the right to block or participate in certain significant operating and capital decisions of the Company, including the approval of the Company’s budget and business plan, strategic investments, and incurring additional debt, among others. These rights allow QIC to effectively participate in significant financial and operating decisions of the Company that are made in the Company’s ordinary course of business.
Use of estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company has prepared the estimates using the most current and best available information that are considered reasonable under the circumstances. However, actual results may differ materially from those estimates. Accounting policies subject to estimates include, but are not limited to, inputs used to recognize revenue over time, deferred tax valuation allowances and the valuation and impairment testing of goodwill and other long-lived assets.
F-48
Revenue recognition
Based on the specific analysis of its contracts, the Company has determined that its contracts are subject to revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Recognition under the ASC 606 five-step model involves (i) identification of the contract, (ii) identification of performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the previously identified performance obligations, and (v) revenue recognition as the performance obligations are satisfied.
During step one of the five step model, the Company considers whether contracts should be combined or separated, and based on this assessment, the Company combines closely related contracts when all the applicable criteria are met. The combination of two or more contracts requires judgment in determining whether the intent of entering into the contracts was effectively to enter into a single contract, which should be combined to reflect an overall profit rate. Similarly, the Company may separate an arrangement, which may consist of a single contract or group of contracts, with varying rates of profitability, only if the applicable criteria are met. Judgment is involved in determining whether a group of contracts may be combined or separated based on how the arrangement and the related performance criteria were negotiated. The conclusion to combine a group of contracts or separate a contract could change the amount of revenue and gross profit recorded in a given period.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The Company’s contracts with customers do not include a right of return relative to delivered products. In certain cases, contracts are modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are accounted for as part of the existing contract. Certain contracts with customers have options for the customer to acquire additional goods or services. In most cases, the pricing of these options are reflective of the standalone selling price of the good or service. These options do not provide the customer with a material right and are accounted for only when the customer exercises the option to purchase the additional goods or services. If the option on the customer contract was not indicative of the standalone selling price of the good or service, the material right would be accounted for as a separate performance obligation.
A significant portion of the Company’s revenue is derived from master planning and design contracts, media production contracts and turnkey attraction contracts. The Company accounts for a contract once it has approval and commitment from all parties, the rights and payment terms of the parties can be identified, the contract has commercial substance and the collectability of the consideration, or transaction price, is probable. Contracts are often subsequently modified to include changes in specifications or requirements, these changes are not accounted for until they meet the requirements noted above. Each promised good or service within a contract is accounted for separately under the guidance of ASC 606, if they are distinct. Promised goods or services not meeting the criteria for being a distinct performance obligation are bundled into a single performance obligation with other goods or services that together meet the criteria for being distinct. The appropriate allocation of the transaction price and recognition of revenue is then applied for the bundled performance obligation. The Company has concluded that its service contracts generally contain a single performance obligation given the interrelated nature of the activities which are significantly customized and not distinct within the context of the contract.
Once the Company identifies the performance obligations, the Company determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. Certain customer contracts include key performance indicators (“KPI’s”) which are intended to create mechanism to enable the customer to measure performance of the work against specified targets. KPI’s relate to deliverables and specified outputs in relation to the scope of services in the contract. The contracts allow for the customer to assess penalties against the Company when the measure of performance of work against specified targets has not been met in accordance with contract terms. As of December 31, 2025 and 2024, the Company has not recorded any adjustment to the contract price for penalties, since it does not believe any amounts will be imposed by the customer. Prices are fixed at contract inception and are not generally contingent on performance or any other criteria.
The Company engages in long-term contracts for production and service activities and recognizes revenue for performance obligations over time. These long-term contracts are primarily fixed price and involve the planning, design, and development of attractions. Revenue is recognized over time versus point in time recognition. The Company’s performance creates an asset with no alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. The customer receives the benefit as the Company builds the asset. The Company considers the nature of these contracts and the types of products and services provided when determining the proper accounting for a particular contract.
For long-term contracts, the Company typically recognizes revenue using the input method, using a cost-to-cost measure of progress. The Company believes that this method represents the most faithful depiction of the Company’s performance because it directly measures value transferred to the customer. Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include, but are not limited to, the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed; the cost and availability of materials;
F-49
the availability of subcontractor services and materials; and the availability and timing of funding from the customer. The Company bears the risk of changes in estimates to complete on fixed-price contracts, which may cause profit levels to vary from period to period. For over time contracts, the Company recognizes anticipated contract losses as soon as they become known and estimable.
Accounting for long-term contracts requires significant judgment relative to estimating total costs, in particular, assumptions relative to the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract’s schedule, performance, technical matters and estimated cost at completion. Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods.
On long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component. At contract inception, the Company also expects that the lag period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will not constitute a significant financing component. Many of the Company’s long-term contracts have milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. On some contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract.
The Company has elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer.
Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of Contract assets and liabilities. Contract assets represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not subject to the passage of time. Contract liabilities are presented on the Company’s consolidated balance sheets and consist of billings in excess of revenues. Billings in excess of revenues represent milestone billing contracts where the billings of the contract exceed recognized revenues.
Shared Services
The Company provides marketing, research and development, and other services support to FBG. The Company recognizes revenue related to these services in the amount the Company has a right to invoice. The Company uses the right to invoice practical expedient, as the Company’s right to payment corresponds directly with the value to FBG of the Company’s performance to date.
Cash and cash equivalents
The Company considers all highly liquid instruments with an original maturity of three months or less as cash equivalents. Cash and cash equivalents includes restricted cash held by the Company as required by the mortgage loan.
Concentration of credit risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of Cash and cash equivalents, Accounts receivable and Contract assets. The Company places its Cash and cash equivalents with financial institutions of high credit quality. At times, such amounts exceed federally insured limits. Management believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of the respective financial institutions.
The Company provides credit to its customers located both inside and outside the United States in its normal course of business. Receivables are presented net of an allowance for credit losses based on the Company’s assessment of the collectability of customer accounts. The Company maintains an allowance that provides for an adequate reserve to cover estimated losses on receivables as well as contract assets. The Company determines the adequacy of the allowance by estimating the probability of loss based on the Company’s historical credit loss experience and taking into consideration current market conditions and supportable forecasts that affect the collectability of the reported amount. The Company regularly evaluates receivable and contract asset balances considering factors such as the customer’s creditworthiness, historical payment experience and the age of the outstanding balance. Changes to expected credit losses during the period are included in Credit loss expense in the Company’s consolidated statements of operations. After concluding that a reserved accounts receivable is no longer collectible, the Company reduces both the gross receivable and the allowance for credit losses. There was no allowance for for credit losses as of December 31, 2025 and 2024.
The Company had two customers with revenue greater than 10% of total revenue. The Company had revenue from QIC of $23.1 million (60% of total Revenue) and $52.4 million (99% of total Revenue) for the years ended December 31, 2025 and 2024,
F-50
respectively. Accounts receivable balances from QIC totaled $0.7 million (15% of total Accounts receivable) and $14.1 million (98% of total Accounts receivable) as of December 31, 2025 and 2024, respectively.
The second customer had revenue of $14.9 million (39% of total revenue) for the year ended December 31, 2025. Accounts receivable balances from the second customer totaled $3.5 million (80% of total Accounts receivable) and $0 as of December 31, 2025 and 2024, respectively.
Leases
The Company evaluates leases at the commencement of the lease to determine the classification as an operating or finance lease. A right-of-use (“ROU”) asset and corresponding lease liability are recorded at lease commencement. Operating and finance lease liabilities are recognized based on the present value of minimum lease payments over the remaining expected lease term. Lease expenses related to operating leases are recognized on a straight-line basis as a component of Selling, general and administrative expense in the consolidated statements of operations. Amortization expense and interest expense related to finance leases are included in Depreciation and amortization expense and Interest expense, respectively, in the consolidated statements of operations.
Property and equipment, net
Property and equipment is stated at historical cost, net of accumulated depreciation and impairment losses. Expenditures that materially increase the life of the assets are capitalized. Routine repairs and maintenance are expensed as incurred. When an item is retired or sold, the cost and applicable accumulated depreciation are removed, and any resulting gain or loss is recognized in the consolidated statements of operations.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms:
Building |
|
39 years |
Equipment |
|
3 – 5 years |
Furniture |
|
7 years |
Leasehold improvements |
|
Lesser of lease term or asset life |
Software and licenses |
|
3 years |
Land held for sale
The Company classifies land as held for sale when a sale is probable to occur within one year. Generally, the Company considers a sale to be probable when a binding contract has been executed, the buyer has posted a non-refundable deposit, and there are limited contingencies to closing. The Company records land held for sale at the lower of depreciated cost or fair value, less estimated closing costs. As of December 31, 2025, land adjacent to the Company's headquarters was classified as held for sale as it no longer aligned with the Company's long term strategy.
Goodwill and Intangible assets
Goodwill represents the excess of purchase consideration over the fair value of identifiable assets acquired and liabilities assumed when a business is acquired. The Company initially records its intangible assets at fair value. Definite lived intangible assets are located in the United States of America and consist of customer relationships, trademarks and trade names and developed technology which are amortized over their estimated useful lives.
Goodwill is not amortized, but instead reviewed for impairment at least annually during the fourth quarter, or more frequently if circumstances indicate that the value of goodwill may be impaired. The impairment analysis of goodwill is performed at the reporting unit level, which is FCG as a whole. A qualitative assessment is first conducted to determine whether it is more likely than not that the fair value of the applicable reporting unit exceeds the carrying value taking into consideration significant events, and changes in the overall business environment or macroeconomic conditions. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we perform a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. We recognize an impairment on goodwill if the estimated fair value of a reporting unit is less than its carrying value, in an amount not to exceed the carrying value of the reporting unit’s goodwill. The Company performed a qualitative assessment for the year ended December 31, 2025 and concluded there are no matters that would indicate the carrying value of goodwill exceeds the fair value. There were no changes to goodwill and no goodwill impairment charges recognized during the years ended December 31, 2025 and 2024.
The Company reviews definite lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these amortizing intangible assets is determined by
F-51
comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then the assets are written down to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. There were no impairment losses recognized for definite lived intangible assets for the years ended December 31, 2025 and 2024.
Recoverability of Other long-lived assets
The Company’s other long-lived assets consist primarily of property and equipment and lease ROU assets located in the United States of America. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. For property and equipment and lease ROU assets, the Company compares the estimated undiscounted cash flows generated by the asset or asset group to the current carrying value of the asset. If the undiscounted cash flows are less than the carrying value of the asset, then the asset is written down to fair value. There was no impairment loss recognized for other long-lived assets for the years ended December 31, 2025 and 2024.
Deferred charges
The Company’s deferred charges include financing costs. Deferred financing costs include legal, structuring, and other loan costs incurred by the Company for its financing agreements. Deferred financing costs related to the Company’s mortgage loan are recorded as an offset to the related liability and amortized over the term of the applicable financing instruments.
Selling, general and administrative expenses
Selling, general and administrative expenses include payroll, payroll taxes and benefits for non-project related employee salaries, taxes, and benefits as well as technology infrastructure, marketing, occupancy, finance and accounting, legal, human resources, and corporate overhead expenses. A portion of these expenses are shared services provided by FBG.
Research and development expenses
Research and development expenses primarily consist of internal labor costs involved in research and development activities related to the development of new products. Research and development expenses are expensed in the period incurred.
Income taxes
The Company is considered a partnership for U.S. income tax purposes, and therefore, its members are subject to tax on the Company’s income. The consolidated financial statements do not include a provision for federal or state income tax expense or benefit arising from net income or loss reported in the consolidated statements of operations for these entities as the taxable income or loss is included in the tax returns of the Company’s members.
Falcon’s Creative Group, LLC and its subsidiaries are primarily comprised of partnerships and other “pass-through entities” not subject to income tax. As a pass-through entity, each member therein is responsible for income taxes related to income or loss based on their respective share of an entity’s income and expenses. Certain consolidated subsidiaries are subject to taxation in the local jurisdictions as a result of their entity classification for tax reporting purposes.
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTA”) and deferred tax liabilities (“DTL”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.
The Company recognizes DTAs to the extent that it is believed that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If determined that FCG would be able to realize DTAs in the future in excess of their net recorded amount, FCG would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes.
FCG records uncertain tax positions in accordance with ASC 740, Income Taxes (“ASC 740”) on the basis of a two-step process. The Company will determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and for those tax positions that meet the more-likely-than-not recognition threshold, FCG recognizes the
F-52
largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to tax positions in income tax expense.
Fair value measurement
The Company accounts for certain of its financial assets and liabilities at fair value. The Company uses the following three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.
Level 1 |
— |
Quoted prices for identical instruments in active markets. |
|
|
|
Level 2 |
— |
Quoted prices for similar instruments in active markets, quoted prices for similar instruments in markets that are not active; and model-derived valuations in which significant inputs and value drivers are observable in active markets. |
|
|
|
Level 3 |
— |
Valuations derived from valuation techniques in which one or more significant inputs or value drivers are unobservable and include situations where there is little, if any, market activity for the asset or liability. |
Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risk inherent in valuation techniques, transfer restrictions and credit risks. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial instruments.
The carrying amounts of Cash and cash equivalents, Accounts receivables, Accounts payable and Accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities.
Related party transactions
Related parties are comprised of parties which have the ability, directly or indirectly, to control or exercise significant influence over the other party in making financial and operating decisions, and parties under common control. Transactions where there is a transfer of resources or obligations between related parties are disclosed or referenced in "Note 12 — Related party transactions."
Reclassifications
Certain prior year amounts in these consolidated financial statements have been reclassified to conform to the presentation for the year ended December 31, 2025 and 2024.
Recently issued accounting standards
In March 2024, the FASB issued Accounting Standards Update ("ASU") 2024-02, “Codification Improvements-Amendments to Remove References to the Concepts Statements.” The amendments in this ASU affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. This ASU contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance in certain topical areas. This ASU is effective for fiscal years beginning after December 15, 2025. The Company early adopted this ASU as of December 31, 2025 and it had no material impact to the consolidated financial statements.
Recently issued accounting standards not yet adopted as of December 31, 2025
On December 14, 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures" which is primarily applicable to public companies and requires a significant expansion of the granularity of the income tax rate reconciliation as well as an expansion of other income tax disclosures. The amendments in this ASU require a company to disclose specific income tax categories within the rate reconciliation table and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. There are also additional disclosures related to income taxes paid disaggregated by jurisdictions, and to income taxes paid. The ASU is effective for fiscal years beginning after December 15, 2025.
F-53
The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is evaluating the impact of this ASU on its income tax disclosures.
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments — Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets." The amendments in this ASU provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under this ASU, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. The ASU is effective for fiscal years beginning after December 15, 2025. The Company is evaluating the impact of this ASU.
In December 2025, the FASB issued ASU 2025-12, "Codification Improvements." The amendments in this ASU facilitates updates for a broad range of topics arising from technical corrections, unintended application of U.S. GAAP, clarifications, and other minor improvements. The ASU is effective for fiscal years beginning after December 15, 2026. The Company is evaluating the impact of this ASU.
Disaggregated components of revenue consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Services transferred over time: |
|
|
|
|
|
|
||
Media production services |
|
$ |
1,754 |
|
|
$ |
7,577 |
|
Design and project management services |
|
|
36,880 |
|
|
|
45,551 |
|
Other |
|
|
69 |
|
|
|
31 |
|
|
|
$ |
38,703 |
|
|
$ |
53,159 |
|
Accounts receivable, contract assets and contract liabilities consisted of:
|
|
As of December 31, 2025 |
|
|||||||||
|
|
Related |
|
|
Other |
|
|
Total |
|
|||
Accounts receivable |
|
$ |
866 |
|
|
$ |
3,578 |
|
|
$ |
4,444 |
|
Contract assets |
|
|
23,643 |
|
|
|
— |
|
|
|
23,643 |
|
Contract liabilities |
|
|
(991 |
) |
|
|
(6,272 |
) |
|
|
(7,263 |
) |
|
|
As of December 31, 2024 |
|
|||||||||
|
|
Related |
|
|
Other |
|
|
Total |
|
|||
Accounts receivable |
|
$ |
14,411 |
|
|
$ |
30 |
|
|
$ |
14,441 |
|
Contract assets |
|
|
14,197 |
|
|
|
— |
|
|
|
14,197 |
|
Contract liabilities |
|
|
(839 |
) |
|
|
(289 |
) |
|
|
(1,128 |
) |
As of December 31, 2025, the aggregate amount of the transaction price for open contracts allocated to remaining performance obligations was $41.6 million. The Company expects to recognize approximately 95% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter.
F-54
Geographic information
Revenues based on the geographic location of the Company’s customer contracts consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Saudi Arabia |
|
$ |
37,999 |
|
|
$ |
52,438 |
|
USA |
|
|
395 |
|
|
|
263 |
|
China |
|
|
309 |
|
|
|
458 |
|
|
|
$ |
38,703 |
|
|
$ |
53,159 |
|
The Company’s operating leases consist of real estate property for office and warehouse space, with various terms extending through 2026. The Company had finance leases related to an office, facility and computer equipment.
The Company leased office space from a related party, Penut Productions, LLC (“Penut”), a wholly owned subsidiary of The Magpuri Revocable Trust, under a series of long-term lease agreements. In March 2024, the Company and Penut terminated one of three commercial office leases. The Company wrote off the lease right-of-use asset of $0.3 million and the lease liability of $0.7 million, resulting in a related party capital contribution of $0.4 million for the year ended December 31, 2024.
In June 2024, the Company and Penut terminated the two remaining commercial office leases. The Company wrote off the lease right-of-use assets of $0.8 million and the lease liabilities of $0.9 million, resulting in a related party capital contribution of $0.1 million for the year ended December 31, 2024.
Finance lease assets, net of accumulated amortization were $0.2 million and $0.1 million as of December 31, 2025 and 2024, respectively.
Lease expense in the consolidated statements of operations consisted of:
|
|
Year ended December 31, 2025 |
|
|
Year ended December 31, 2024 |
|
||||||||||
|
|
Total |
|
|
Related |
|
|
Other |
|
|
Total |
|
||||
Operating lease expense |
|
$ |
185 |
|
|
$ |
37 |
|
|
$ |
262 |
|
|
$ |
299 |
|
Finance lease expense: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of leased assets |
|
|
3 |
|
|
|
25 |
|
|
|
8 |
|
|
|
33 |
|
Interest on lease liabilities |
|
|
1 |
|
|
|
17 |
|
|
|
2 |
|
|
|
19 |
|
Total lease expense |
|
$ |
189 |
|
|
$ |
79 |
|
|
$ |
272 |
|
|
$ |
351 |
|
Supplemental cash flow information related to leases is as follows:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash outflows from operating leases |
|
$ |
174 |
|
|
$ |
306 |
|
Operating cash outflows from finance leases |
|
|
1 |
|
|
|
18 |
|
Financing cash outflows from finance leases |
|
|
12 |
|
|
|
53 |
|
The Company determined that the discount rate implied in the lease was determinable and was closely aligned with the lessors third party borrowing rate based on the payment terms of the lease which was designed for the lease payments to cover the property owners financing and related costs.
F-55
The weighted-average remaining lease terms and discount rates are as follows:
|
|
As of |
|
|||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Weighted-average remaining lease term (Years) |
|
|
|
|
|
|
||
Operating leases |
|
|
0.3 |
|
|
|
1 |
|
Finance leases |
|
|
3 |
|
|
|
1 |
|
Weighted-average discount rate |
|
|
|
|
|
|
||
Operating leases |
|
|
10.15 |
% |
|
|
5.85 |
% |
Finance leases |
|
|
4.26 |
% |
|
|
9.69 |
% |
Finance lease liabilities annual maturities are as follows:
|
|
As of December 31, 2025 |
|
|
2026 |
|
$ |
55 |
|
2027 |
|
|
55 |
|
2028 |
|
|
56 |
|
Total future lease commitments |
|
$ |
166 |
|
Less imputed interest |
|
|
(10 |
) |
Present value of lease liabilities |
|
$ |
156 |
|
Property and equipment consisted of:
|
|
As of |
|
|||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Land |
|
$ |
1,493 |
|
|
$ |
4,944 |
|
Building |
|
|
5,652 |
|
|
|
5,652 |
|
Equipment |
|
|
3,008 |
|
|
|
2,890 |
|
Furniture |
|
|
361 |
|
|
|
210 |
|
Leasehold improvements |
|
|
430 |
|
|
|
194 |
|
Software and licenses |
|
|
33 |
|
|
|
26 |
|
Property and equipment, total |
|
|
10,977 |
|
|
|
13,916 |
|
Accumulated depreciation |
|
|
(2,200 |
) |
|
|
(1,415 |
) |
Property and equipment, net |
|
$ |
8,777 |
|
|
$ |
12,501 |
|
Depreciation expense was $0.6 million for the years ended December 31, 2025 and 2024.
Intangible assets consisted of:
|
|
As of |
|
|||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Customer relationships |
|
$ |
1,100 |
|
|
$ |
1,100 |
|
Tradenames and trademarks |
|
|
2,800 |
|
|
|
2,800 |
|
Developed technology |
|
|
1,500 |
|
|
|
1,500 |
|
Intangible assets, total |
|
|
5,400 |
|
|
|
5,400 |
|
Accumulated amortization |
|
|
(2,571 |
) |
|
|
(1,833 |
) |
Intangible assets, net |
|
$ |
2,829 |
|
|
$ |
3,567 |
|
F-56
The weighted average amortization period for customer relationships, tradenames and trademarks, and developed technology is 5, 7, and 6 years, respectively.
Intangible asset amortization was $0.7 million for the years ended December 31, 2025 and 2024.
Estimated future amortization of intangible assets are as follows:
|
|
Amount |
|
|
For the years ended December 31, |
|
|
|
|
2026 |
|
$ |
738 |
|
2027 |
|
|
738 |
|
2028 |
|
|
667 |
|
2029 |
|
|
479 |
|
2030 |
|
|
207 |
|
|
|
$ |
2,829 |
|
Accrued expenses and other current liabilities consisted of:
|
|
As of |
|
|||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Project-related accruals |
|
$ |
1,244 |
|
|
$ |
3,200 |
|
Accrued payroll and related expenses |
|
|
1,100 |
|
|
|
1,608 |
|
Short term advances from affiliate |
|
|
983 |
|
|
|
— |
|
Accrued interest |
|
|
33 |
|
|
|
36 |
|
Audit and professional fees |
|
|
4 |
|
|
|
391 |
|
Other |
|
|
71 |
|
|
|
124 |
|
|
|
$ |
3,435 |
|
|
$ |
5,359 |
|
Indebtedness consisted of:
|
|
As of |
|
|||||||||||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Amount |
|
|
Interest |
|
|
Amount |
|
|
Interest |
|
||||
$6.2 million mortgage loan |
|
$ |
6,151 |
|
|
|
8.75 |
% |
|
$ |
6,180 |
|
|
|
8.75 |
% |
$0.6 million finance agreement |
|
|
237 |
|
|
|
7.65 |
% |
|
|
— |
|
|
|
— |
% |
|
|
|
6,388 |
|
|
|
|
|
|
6,180 |
|
|
|
|
||
Less current portion of long-term debt |
|
|
(185 |
) |
|
|
|
|
|
(38 |
) |
|
|
|
||
Long term debt |
|
|
6,203 |
|
|
|
|
|
|
6,142 |
|
|
|
|
||
Deferred financing costs, net |
|
|
(57 |
) |
|
|
|
|
|
(66 |
) |
|
|
|
||
Long term debt, net |
|
$ |
6,146 |
|
|
|
|
|
$ |
6,076 |
|
|
|
|
||
F-57
Outstanding debt as of December 31, 2025 matures as follows:
Within 1 year |
|
$ |
185 |
|
Between 1 and 2 years |
|
|
173 |
|
Between 2 and 3 years |
|
|
118 |
|
Between 3 and 4 years |
|
|
95 |
|
Between 4 and 5 years |
|
|
104 |
|
Thereafter |
|
|
5,713 |
|
Total |
|
$ |
6,388 |
|
On January 9, 2024, the Company obtained a mortgage loan for $6.2 million from Climate First Bank to purchase new headquarters in Orlando, FL for $10.3 million. The property has 9.59 acres and a 53,600 square foot office building. The mortgage loan is prepayable without penalty, has an 8.75% interest rate for the first five years with an initial 18-month interest only period and a balloon payment due at maturity. The interest rate resets to the five-year U.S. Treasury plus 275 basis points after five years and remains fixed until maturity on January 9, 2034.
The Company is subject to financial covenants under the mortgage loan. These covenants require the Company to maintain a debt service coverage ratio and minimum deposit with the lender.
The Company has a master finance agreement with Blue Street Capital for the purchase of equipment and software licenses. The maturities of these agreements are between March 2026 and November 2028, interest rates between 6.9% and 11.5% and require monthly interest and principal payments.
Litigation
The Company is named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of business. The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss. There were no material accruals for legal proceedings or claims as of December 31, 2025 and 2024.
Indemnification
In the ordinary course of business, the Company enters into certain agreements that provide for indemnification by the Company of varying scope and terms to customers, vendors, directors, officers, employees, and other parties with respect to certain matters. Indemnification includes losses from breach of such agreements, services provided by the Company, or third-party intellectual property infringement claims. These indemnities may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments, in some circumstances, are not subject to a cap. As of December 31, 2025 and 2024, there were no known events or circumstances that have resulted in a material indemnification liability.
The Company sponsors a 401(k) plan (“The Plan”) for its employees. Under the Plan, eligible employees can contribute a portion of their salary, and the Company will match up to 3% of those contributions. The Company’s obligation is limited to its contributions to the plan, and the retirement benefit is dependent on the performance of the investments chosen by the participants. The employer match for the year ended December 31, 2025 and 2024 was $0.4 million and $0.2 million, respectively, which is included as a component of Selling, general and administrative expense in the consolidated statements of operations.
Falcon’s Creative Group, LLC and its subsidiaries are primarily comprised of partnerships and other “pass-through entities” not subject to income tax. As a pass-through entity, each member therein is responsible for income taxes related to income or loss based on their respective share of an entity’s income and expenses. Certain consolidated subsidiaries are subject to taxation in the local jurisdictions as a result of their entity classification for tax reporting purposes.
F-58
The loss before income taxes consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Net loss before income taxes |
|
|
|
|
|
|
||
United States |
|
$ |
(832 |
) |
|
$ |
(753 |
) |
Foreign |
|
|
87 |
|
|
|
6 |
|
|
|
$ |
(745 |
) |
|
$ |
(747 |
) |
The Company has provided U.S. federal, foreign and state and local corporate income tax for certain consolidated subsidiaries. The provision for income taxes consisted of:
|
|
Year ended |
|
|||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Current |
|
|
|
|
|
|
||
Federal |
|
$ |
— |
|
|
$ |
— |
|
State |
|
|
— |
|
|
|
— |
|
Foreign |
|
|
— |
|
|
|
(1 |
) |
Deferred |
|
|
— |
|
|
|
|
|
Federal |
|
|
— |
|
|
|
— |
|
State |
|
|
— |
|
|
|
— |
|
Foreign |
|
|
(46 |
) |
|
|
208 |
|
Income tax benefit |
|
$ |
(46 |
) |
|
$ |
207 |
|
The tax effects of temporary differences resulted in the following deferred tax assets and liabilities:
|
|
As of |
|
|||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Net operating loss carry forward |
|
$ |
208 |
|
|
$ |
254 |
|
Valuation allowance |
|
|
— |
|
|
|
— |
|
Deferred tax asset, net of allowance |
|
$ |
208 |
|
|
$ |
254 |
|
The following table reconciles the U.S. federal statutory tax rate to the effective income tax rate of the Company’s income tax expense:
|
|
Year ended |
|
|||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Statutory federal income tax rate |
|
|
21.0 |
% |
|
|
21.0 |
% |
Partnership earnings not subject to tax |
|
|
(23.4 |
)% |
|
|
(21.2 |
)% |
Return to provision adjustments |
|
|
(4.9 |
)% |
|
|
27.9 |
% |
Other |
|
|
(0.5 |
)% |
|
|
— |
|
Effective tax rate |
|
|
(7.8 |
)% |
|
|
27.7 |
% |
At each balance sheet date, management assesses the need to establish a valuation allowance that reduces deferred income tax assets when it is more likely than not that all, or some portion, of the deferred income tax assets will not be realized. A valuation allowance would be based on all available information including the Company’s assessment of uncertain tax positions and projections of future taxable income and capital gain from each tax-paying component in each jurisdiction, principally derived from business plans and available tax planning strategies. Management believes that the Company will be able to realize the deferred tax assets and no valuation allowance is needed.
As of December 31, 2025 and 2024, the Company has foreign net operating loss carryforwards of $0.8 million and $1.0 million, respectively, for tax purposes. As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits. There were no
F-59
changes in the Company’s unrecognized tax benefits during the year ended December 31, 2025 and 2024. The Company did not recognize any interest or penalties during fiscal 2025 and 2024 related to unrecognized tax benefits.
FCG and its subsidiaries are included in a single United States partnership federal income tax return. At December 31, 2025, U.S. federal tax returns related to FCG for 2023-2024 are open under the normal statute of limitations and therefore subject to examination. FCG and its subsidiaries are subject to routine examination by tax authorities in a Philippines jurisdiction. There are no ongoing U.S. federal, state, or foreign tax audits or examinations as of the date of the issuance of these consolidated financial statements. Treehouse files a separate local income tax return.
Intercompany Services Agreement between FBG and the Company
There was a $1.6 million and $1.0 million accounts payable balance outstanding as of December 31, 2025 and 2024, respectively, related to the Intercompany Service Agreement.
The Company recognized related party expense for corporate shared service support provided by FBG of $6.6 million and $6.2 million for the years ended December 31, 2025 and 2024, respectively.
The Company also provides marketing, research and development, and other services to FBG. FBG owes the Company $0.1 million and $0.2 million to related to these services as of December 31, 2025 and 2024, respectively. The Company and FBG have also incurred reimbursable costs on behalf of each other. FCG had $0.6 million and $0.4 million accounts payable to FBG related to reimbursable costs as of December 31, 2025 and 2024 respectively.
FBG RSUs provided to the Company's employees
FBG issued restricted stock units (“RSUs”) to the Company's employees under FBG's incentive award plan. The Company recognized $0.7 million and $0.8 million for the RSU expense for the years ended December 31, 2025 and 2024, respectively.
Deemed capital contribution
In March 2024 and June 2024 the Company terminated leases with Penut, a related party. As the termination of these leases extinguished a liability with a related party at no cost, the gain on termination of $0.5 million was accounted for as a capital contribution during the year ended December 31, 2024.
13. Subsequent events
The Company has evaluated subsequent events through March 30, 2026 and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the following:
On February 26, 2026, the Company closed on the sale of two parcels of land, adjacent to the Company's headquarters for an aggregate sales price of $5.5 million. In conjunction with the sale, the Company repaid $0.5 million of the principal of the mortgage loan on the Company's headquarter in exchange for the release of the lien on the land being sold.
F-60
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
FALCON’S BEYOND GLOBAL, INC. |
|
|
|
|
Dated: March 30, 2026 |
|
|
|
By: |
/s/ Cecil D. Magpuri |
|
Name: |
Cecil D. Magpuri |
|
Title: |
Chief Executive Officer and Director |
|
|
(Principal Executive Officer) |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of each of Cecil D. Magpuri and Joanne Merrill, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Cecil D. Magpuri |
|
Chief Executive Officer and Director |
|
March 30, 2026 |
Cecil D. Magpuri |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Joanne Merrill |
|
Chief Financial Officer |
|
March 30, 2026 |
Joanne Merrill |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ Scott Demerau |
|
Executive Chairman and Director |
|
March 30, 2026 |
Scott Demerau |
|
|
|
|
|
|
|
|
|
/s/ Jarrett T. Bostwick |
|
Director |
|
March 30, 2026 |
Jarrett T. Bostwick |
|
|
|
|
|
|
|
|
|
/s/ Gino P. Lucadamo |
|
Director |
|
March 30, 2026 |
Gino P. Lucadamo |
|
|
|
|
|
|
|
|
|
/s/ Marie Kim |
|
Director |
|
March 30, 2026 |
Marie Kim |
|
|
|
|
|
|
|
|
|
/s/ Iraida Que De Vera |
|
Director |
|
March 30, 2026 |
Iraida Que De Vera
|
|
|
|
|
80
FAQ
What is the main business of Falcon’s Beyond Global (FBYD)?
Why does Falcon’s Beyond (FBYD) mention substantial doubt about going concern?
How did Falcon’s Beyond (FBYD) strengthen its balance sheet in 2025?
What major asset transactions did Falcon’s Beyond (FBYD) complete in 2025?
How concentrated is Falcon’s Beyond’s (FBYD) revenue base?
What role does Saudi Arabia play in Falcon’s Beyond (FBYD) growth?
