Falcons Beyond G SEC Filings

Falcon's Beyond Global, Inc. (FBYD) received an amended Schedule 13D showing that Brass Ring Trust and its trustee, Paul Zellar, now report beneficial ownership of 2,428,473 Class A shares, or 4.9% of the company. This moves their holdings just below the 5% threshold that triggers certain enhanced reporting requirements, and the amendment is characterized as an exit filing for both reporting persons.

The filing explains that 2,023,728 shares were originally received through the business combination between Falcon's Beyond Global and FAST Acquisition Corp. II, including shares issued upon conversion of 40,725 shares of 8% Series A Cumulative Convertible Preferred Stock. Brass Ring Trust later received an additional 404,745 shares through a stock dividend that paid 0.2 Class A share per share held. The percentage ownership is based on 49,135,017 Class A shares outstanding as of the filing date, and no transactions in the stock were reported in the 60 days prior to the filing.

Falcon's Beyond Global, Inc. received an amended Schedule 13D showing that Tillman's Corner Trust and its trustee, Christine E. Zellar-Church, now beneficially own 2,431,732 shares of Class A common stock, or 4.9% of the outstanding shares. This filing is designated as an exit filing because, as of December 18, 2025, each reporting person ceased to be a beneficial owner of more than five percent of the class. The stake reflects shares received in the October 6, 2023 business combination, including common units exchanged and preferred stock converted into common shares, plus additional shares from a 0.2-for-1 stock dividend effective December 17, 2024. The reporting persons state they have made no transactions in the stock during the past 60 days.

Falcon's Beyond Global, Inc. reports that one of its directors beneficially owns Class A common stock as of August 28, 2025. The director holds 6,900 shares directly and an additional 12,884 shares held indirectly through an irrevocable trust for which she is the trustee and her children are beneficiaries. A further 15,085 shares are reported as held indirectly through an IRA established for the benefit of the director's spouse.

Falcon’s Beyond Global, Inc. reported that on December 12, 2025 the first stock price-based earnout trigger under its Earnout Escrow Agreement was met. The agreement, entered into in connection with the FAST Acquisition Corp. II business combination, covers 1,000,000 earnout shares of Class A common stock, 39,000,000 earnout shares of Class B common stock and 39,000,000 earnout units, which may be earned or forfeited based on share price milestones during a five-year period from October 6, 2024 to October 6, 2029.

The condition required the volume weighted average closing sale price of the Class A common stock to exceed $16.67 for at least twenty out of thirty consecutive trading days ending on December 2, 2025, which occurred. As a result, 15,000,000 of the outstanding earnout shares and units were earned, released from escrow and delivered to the participating shareholders. No new securities were issued, and the released shares and units are subject to transfer restrictions for 365 days after they are earned, released and delivered from escrow under the related Stockholders Agreement.

Falcon's Beyond Global, Inc. (FBYD) reporting holder Infinite Acquisitions Partners LLC converted 11,150,368 Common Units of Falcon's Beyond Global, LLC into an equal number of Class A common shares on 11/14/2025, with the corresponding 11,150,368 Class B common shares canceled.

Following this transaction, Infinite Acquisitions beneficially owns 26,067,927 shares of Class A common stock and 13,000,000 shares of Class B common stock. The 13,000,000 Class B shares and matching Common Units are classified as earnout securities held in escrow, which may be released if specific milestones described in a registration statement are met.

The filing also notes 400,000 Class A earnout shares held in escrow for Infinite Acquisitions, with rights to both classes of earnout securities having become fixed and irrevocable as of 10/06/2023. Common Units and Class B common stock are described as not expiring.

Falcon’s Beyond Global, Inc. announced quarterly results. The company furnished a press release detailing financial results for the fiscal quarter ended September 30, 2025, as Exhibit 99.1 to a current report. The information is provided under Item 2.02 and is furnished, not filed, under the Exchange Act.

The press release dated November 14, 2025, contains the full results and commentary. Class A common stock trades on Nasdaq under FBYD.

Falcon’s Beyond Global (FBYD) filed its Q3 2025 10‑Q, reporting revenue of $4.054 million and a net loss of $10.412 million. Loss from operations was $11.372 million, driven by higher selling, general and administrative expense and a $6.840 million loss from equity method investments.

Cash and cash equivalents were $4.257 million as of September 30, 2025. The company disclosed a working capital deficiency of $27.0 million and stated that substantial doubt exists about its ability to continue as a going concern. On September 8, it issued 11% Series B Cumulative Convertible Preferred Stock with a $28.7 million liquidation preference, receiving $8.0 million in cash and exchanging $20.7 million of debt.

FBYD completed the OES acquisition, recording a $1.098 million bargain purchase gain; OES contributed $1.8 million in Q3 revenue and a net loss of $0.8 million. The PDP joint venture paid a $27.0 million dividend (following a Tenerife asset sale) and earlier in 2025 the company recorded a $5.3 million impairment on its PDP investment. As of November 14, 2025, shares outstanding were 37,247,805 Class A and 83,814,187 Class B.