Business Combination - The Business Combination was completed on October 5-6, 2023, involving a SPAC Merger and an Acquisition Merger, with Falcon's as the surviving entity [38]. - Transferred Debt of $4.8 million was exchanged for 475,000 shares of Pubco Series A Preferred Stock at Closing [26]. - Following the Business Combination, the total number of shares of Pubco Class A Common Stock outstanding was 7,985,976, Class B Common Stock was 127,596,617, and Series A Preferred Stock was 656,415 [28]. - On November 6, 2023, the 656,415 shares of Series A Preferred Stock automatically converted into approximately 600,000 shares of Pubco Class A Common Stock [29]. - The Business Combination is treated as a reverse recapitalization, with no goodwill or intangible assets recorded [27]. - The Company was formed solely for the purpose of completing the transactions contemplated by the Merger Agreement dated January 31, 2023 [16]. - As of September 30, 2023, Pubco had no operations, assets, or liabilities prior to the Business Combination [40]. Financial Condition - As of September 30, 2023, Falcon's Beyond Global, Inc. had no assets and only nominal capitalization prior to the completion of the Business Combination [37]. - Falcon has generated losses and negative cash flows from operations, raising substantial doubt about its ability to continue as a going concern [18]. - The balance sheet does not include adjustments that might result from the uncertainty regarding Falcon's ability to continue as a going concern [18]. - The Company intends to raise additional capital through various sources, although there are no assurances of success [18]. Pubco Operations and Status - Pubco did not have any off-balance sheet financing arrangements as of September 30, 2023 [42]. - There were no long-term debt, capital, or operating lease obligations for Pubco as of September 30, 2023 [43]. - Pubco is classified as an "emerging growth company" and has not opted out of the extended transition period for new accounting standards [45]. - Pubco will remain an emerging growth company until it meets certain revenue or market value thresholds, including total annual revenue of at least $1,235,000,000 [47]. - During the reporting period, Pubco did not incur significant market risks, including interest rate risk or liquidity risk [48]. - There were no changes in internal control over financial reporting that materially affected Pubco during the quarter ended September 30, 2023 [52]. - Pubco's management concluded that its disclosure controls and procedures were effective as of September 30, 2023 [50]. - Pubco is not currently involved in any litigation or legal proceedings that could materially affect its business [54]. - There were no unregistered sales of equity securities or defaults upon senior securities reported [56][57].
Falcon's Beyond (FBYD) - 2023 Q3 - Quarterly Report