Falcon's Beyond Global issues 4,092,326 Series B Preferred for $20.5M debt
Rhea-AI Filing Summary
Falcon's Beyond Global, Inc. (FBYD) reported that Infinite Acquisitions Partners LLC and Erudite Cria, Inc. received 4,092,326 shares of newly issued 11% Series B Cumulative Convertible Preferred Stock at $5.00 per share in exchange for the forgiveness of approximately $20.5 million of debt. The Series B Preferred carries an 11% dividend, is not purchaser-convertible, and does not expire. Beginning September 8, 2028, the Series B will automatically convert into Class A common stock at an initial 1:1 conversion rate if the volume-weighted average price of Class A common stock equals or exceeds $10.00 (adjusted for corporate actions) for 21 of 30 consecutive trading days. Infinite Acquisitions is controlled by manager Erudite Cria; reporting persons disclaim beneficial ownership except to the extent of pecuniary interest.
Positive
- $20.5 million of indebtedness was exchanged and forgiven, reducing the issuer's debt burden
- Transaction converted debt into equity-linked capital at a defined price of $5.00 per Series B Preferred share
Negative
- Issuance of 4,092,326 Series B Preferred shares creates a contingent conversion into common stock, representing potential future dilution
- Series B carries an 11% cumulative dividend obligation which may increase cash or accrual obligations if dividends are payable
Insights
TL;DR: Debt-for-equity issuance of 4.09M Series B preferred shares for $20.5M debt is a material financing event with conversion mechanics tied to a $10 VWAP trigger.
The filing discloses a substantive capital restructuring where roughly $20.5 million of indebtedness was exchanged for 4,092,326 shares of 11% Series B Preferred Stock issued at $5.00 each. The preferred accrues an 11% claim and will automatically convert into Class A common stock one-to-one if the VWAP meets the specified $10 threshold for 21 of 30 trading days after September 8, 2028. From an investor-analyst perspective, this changes the issuer's capital structure and creates a contingent claim that could convert into common shares under a defined market-price condition.
TL;DR: Reporting structure shows control through Infinite Manager and formal disclaimers of beneficial ownership; signatures are by Lucas Demerau.
The Form 4 identifies Infinite Acquisitions Partners LLC and Erudite Cria, Inc. as reporting persons, with Infinite Acquisitions controlled by its manager, Erudite Cria. The filing explains board voting mechanics at Infinite Manager and includes customary disclaimers limiting beneficial ownership attribution. The filing is signed by Lucas Demerau as President for both reporting entities on 09/29/2025.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | 11% Series B Cumulative Convertible Preferred Stock | 4,092,326 | $5.00 | $20.46M |
Footnotes (1)
- Pursuant to the terms of the 11% Series B Cumulative Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), of Falcon's Beyond Global, Inc. (the "Issuer"), starting on September 8, 2028, if at any time the volume weighted average sale price of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), equals or exceeds $10.00 per share (as adjusted to reflect any stock splits, reverse stock splits, stock dividends, extraordinary cash dividends, reorganization or similar transaction) for at least 21 out of 30 consecutive trading days, the Series B Preferred Stock will automatically convert into shares of the Issuer's Class A Common Stock at the then effective conversion rate. The initial conversion rate is one-to-one. The Series B Preferred Stock is not convertible by the holder and does not expire. Infinite Acquisitions Partners LLC ("Infinite Acquisitions") exchanged, discharged, and forgave an aggregate of approximately $20.5 million of indebtedness owed by the Issuer or one of its subsidiaries to Infinite Acquisitions, in consideration for the issuance by the Issuer 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. Represents securities held by Infinite Acquisitions. Infinite Acquisitions is controlled by its manager, Erudite Cria, Inc. ("Infinite Manager"). Investment and voting decisions at Infinite Manager with respect to the securities held by Infinite Acquisitions are made by the board of directors of Infinite Manager. Each director has one vote on all matters presented to the board of Infinite Manager, except that the chairman of the board of directors, Lucas Demerau, has two votes on all matters presented to the board of Infinite Manager. Therefore, no individual director of Infinite Manager is the beneficial owner, for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities held by Infinite Acquisitions. Each of Infinite Manager and the directors of Infinite Manager disclaim beneficial ownership over such securities except to the extent of their individual pecuniary interest therein.
