What the changes say
- Going concern doubt intensified with operating cash outflows rising to $26.0 million for 2025.
What changed since the prior 10-K
New
- NewBusiness and Business Development Risks
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
Auditors and management highlighted a going concern warning, which could cause investors to lose their entire investment and impair our ability to raise capital.
- NewBusiness and Business Development Risks
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
Cross-border sourcing for Falcon's Attractions could face disrupted supply chains or higher costs due to changing foreign trade policies and tariffs.
- NewRisks Related to our Joint Ventures
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 insurance coverage may be inadequate or too expensive to cover all potential damages and liabilities across our product divisions.
- NewRisks Related to Regulatory, Tax, Legal and Compliance Matters
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
Exchanges of Falcon's Opco Units could inadvertently turn it into a publicly traded partnership taxable as a corporation.
- NewRisks Related to Operating as a Public Company
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
Public company reporting requirements under the Sarbanes-Oxley Act will place considerable strain on our financial systems and personnel.
- NewRisks Related to Ownership of Our Securities
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
Choice-of-forum provisions in our Warrant Agreement may limit investors' choice of judicial forum and increase our legal costs.
- NewRisks Related to Ownership of Our Securities
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
Series B Preferred Stock can be automatically converted at an unfavorable time if Class A common stock hits $10.00 for 21 of 30 days.
- NewRisks Related to Ownership of Our Securities
The Series B Preferred Stock is equity and is subordinate to the Company’s existing and future indebtedness
Series B Preferred Stock is junior to all existing debt, including $15.6 million of outstanding indebtedness as of December 31, 2025.
- NewRisks Related to Ownership of Our Securities
The Series B Preferred Stock may be junior to other preferred stock the Company may issue in the future
Series B Preferred Stock may be subordinated to future preferred stock series regarding dividend payments.
- NewRisks Related to Ownership of Our Securities
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
Series B Preferred Stock ranks junior to all company and subsidiary liabilities in a bankruptcy or liquidation.
- NewRisks Related to Ownership of Our Securities
The Series B Preferred Stock is perpetual in nature
Series B Preferred Stock is perpetual, meaning holders bear financial risks indefinitely without a guaranteed principal repayment date.
- NewRisks Related to Ownership of Our Securities
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
An active trading market for Series B Preferred Stock may not develop, limiting investor liquidity.
- NewRisks Related to Ownership of Our Securities
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
- NewRisks Related to Ownership of Our Securities
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
- NewRisks Related to Ownership of Our Securities
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
Dropped
- DroppedBusiness and Business Development Risks
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
- DroppedBusiness and Business Development Risks
The significance of our operations and partnerships outside of the United States makes us susceptible to the risks of doing business internationally, which could lower our revenues, increase our costs, reduce our profits, disrupt our business, or damage our reputation
- DroppedBusiness and Business Development Risks
conducting business through a number of subsidiaries, joint operations and joint ventures and challenges implementing the Company’s policies and procedures in such entities
Risks regarding fair values and future impairment charges for equity method investments and intangibles.
- DroppedBusiness and Business Development Risks
There is a risk of accidents occurring at our FBD resorts and parks or competing parks which may reduce attendance and negatively impact our operations
- DroppedRisks Related to our Joint Ventures
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
- DroppedRisks Related to our Joint Ventures
Labor disputes may disrupt our operations and adversely affect the profitability of any of our businesses
- DroppedRisks Related to our Joint Ventures
Given the coastal locations of our resorts and theme parks, we are particularly vulnerable to natural disasters, such as hurricanes, tsunamis, and earthquakes, some of which may increase in frequency and severity as a result of climate change and adversely affect our business
- DroppedRisks Related to our Joint Ventures
In addition, changes in applicable legislation and regulation on climate change could result in increased capital expenditures, such as a result of changes in building codes or requirements to improve the energy efficiency of the properties
- DroppedRisks Related to our Joint Ventures
rising of the sea levels
- DroppedRisks Related to our Joint Ventures
increased negative feedback of interest groups
- DroppedRisks Related to our Joint Ventures
floods, hurricanes, wildfires, earthquakes and earth movements. Such occurrences could result in damage or impairment to, or destruction of, our FBD hotels or theme parks, personal injury or death, environmental damage, business interruption, monetary losses and legal liability
- DroppedRisks Related to Regulatory, Tax, Legal and Compliance Matters
Our operations outside the United States may be adversely affected by the operation of laws in those jurisdictions
- DroppedRisks Related to Operating as a Public Company
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
Reworded
- 87% rewrittenRisks Related to Regulatory, Tax, Legal and Compliance Matters
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
Streamlined heading and text regarding Tax Receivable Agreement liquidity impacts and change-of-control delays.
- 77% rewrittenBusiness and Business Development Risks
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
Updated 2025 figures showing an operating loss of $13.4 million and negative operating cash flows of $26.0 million.
- 72% rewrittenBusiness and Business Development Risks
the ability to retain or hire qualified personnel required for expanded operations
Retained acquisition strategy risk text while updating heading and context references.
- 70% rewrittenRisks 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
Retained management public company inexperience risk text while updating heading and context references.
- 65% rewrittenRisks Related to Regulatory, Tax, Legal and Compliance Matters
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
Added the FAST Settlement alongside the Guggenheim Complaint in ongoing legal proceedings.
- 63% rewrittenRisks Related to Operating as a Public Company
Designing and implementing a risk assessment process supporting the identification of risks
Added specific references to officer and employee distraction and substantial costs for internal control remediation.
- 54% rewrittenBusiness and Business Development Risks
Damage to our reputation or brands may negatively impact our company
Retained reputation and brand damage risk text while updating heading and context references.
- 53% rewrittenBusiness and Business Development Risks
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
Updated U.S. GAAP accounting reference for asset and joint venture impairment reviews.
- 51% rewrittenRisks Related to our Joint Ventures
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
- 50% rewrittenBusiness 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
- 48% rewrittenBusiness and Business Development Risks
the delay or failure by third-party contractors to perform for any reason, exposing us to operational, reputational and financial harm
- 47% rewrittenRisks Related to Ownership of Our Securities
We do not intend to pay cash dividends on our common stock for the foreseeable future
Was: We do not intend to pay cash dividends for the foreseeable future
- 45% rewrittenRisks 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
- 44% rewrittenRisks Related to Operating as a Public Company
We have incurred, and will continue to incur, significant costs as a result of operating as a public company
- 38% rewrittenBusiness and Business Development Risks
Our development of new sources of revenue depends on development activities that expose us to project cost and completion risks
- 38% rewrittenRisks Related to our Joint Ventures
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
Was: The operating season at some of our hotels and our theme park is of limited duration, which can magnify the impact of adverse conditions or events occurring within that operating season
- 31% rewrittenBusiness and Business Development Risks
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
- 31% rewrittenBusiness and Business Development Risks
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
- 29% rewrittenRisks Related to our Joint Ventures
Increased costs of labor and employee health and welfare benefits may impact our results of operations
- 27% rewrittenBusiness and Business Development Risks
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
Was: A significant portion of FCG’s and our revenue is derived from one large client of FCG and any loss of, or decrease in services to, that client could harm FCG’s and our results of operations
- 26% rewrittenRisks Related to Ownership of Our Securities
Low trading volume and public float of our securities may amplify the effect of the above factors on our securities’ price volatility
Was: Low trading volume and public float of our Class A Common Stock and Warrants may amplify the effect of the above factors on our securities’ price volatility
- 25% rewrittenRisks Related to our Joint Ventures
Increased competitive pressures may reduce our revenues or increase our costs
- 25% rewrittenRisks Related to Ownership of Our Securities
The Company may be subject to securities class action litigation, which may harm its business and operating results
- 24% rewrittenBusiness and Business Development Risks
We are exposed to risks related to operating in the Kingdom of Saudi Arabia
- 22% rewrittenRisks 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
All 81 risk factors
Headings as the filing states them, in filing order.
Business and Business Development Risks
- 01We may not be able to sustain our growth, effectively manage our anticipated future growth, implement our business strategies or achieve the results we anticipate50% rewritten
- 02The 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 future53% rewritten
- 03Our 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 investment77% rewritten
- 04operations 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 capitalNew
- 05We 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 all31% rewritten
- 06governmental restrictions on the nature or size of a project
- 07Our growth plans in FCG may take longer than anticipated or may not be successful
- 08Our 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 operations31% rewritten
- 09Anticipated synergies across our three business lines may not create the diversified revenue streams that we believe they will
- 10A 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 operations27% rewritten
- 11Following 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
- 12the adoption or modification of any tax election or tax or accounting practice or policy that would have a material and disproportionate impact on QIC as compared to the Company
- 13QIC 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
- 14Our development of new sources of revenue depends on development activities that expose us to project cost and completion risks38% rewritten
- 15the delay or failure by third-party contractors to perform for any reason, exposing us to operational, reputational and financial harm48% rewritten
- 16We are subject to numerous other risks associated with acquisitions, dispositions, business combinations, or joint ventures
- 17the ability to retain or hire qualified personnel required for expanded operations72% rewritten
- 18We are exposed to risks related to operating in the Kingdom of Saudi Arabia24% rewritten
- 19Changes 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 operationsNew
- 20Damage to our reputation or brands may negatively impact our company54% rewritten
- 21limit our ability to refinance existing debt or to obtain additional financing required to fund working capital and other business needs, including capital requirements and acquisitions
- 22The growth of our business depends upon our ability to source projects with new and existing customers and take such projects to completion
- 23We may expand into new lines of business in our FBB division and may face risks associated with such expansion
Risks Related to our Joint Ventures
- 24The 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
- 25We 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 operations51% rewritten
- 26Our partnership or joint venture investments could be adversely affected by our lack of sole decision-making authority
- 27The 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 season38% rewritten
- 28Increased competitive pressures may reduce our revenues or increase our costs25% rewritten
- 29FBD competes in the leisure and entertainment industry, which includes theme parks, LBEs, and hospitality. Market leaders include Merlin Entertainments, Meow Wolf, Legends, Andretti’s, Dave & Busters, Legoland Resorts, and Disney Resorts
- 30Misalignment 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
- 31Increased costs of labor and employee health and welfare benefits may impact our results of operations29% rewritten
- 32If 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
- 33We 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
- 34A 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
- 35Failures 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
- 36Protection 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
- 37Cyber-attacks could have a disruptive effect on our business
- 38Exchange rate fluctuations could result in significant foreign currency gains and losses and may adversely affect our business and operating results and financial conditions
- 39Our 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 usNew
Risks Related to Our Intellectual Property
- 40Theft 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 profitability22% rewritten
- 41Furthermore, 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
Risks Related to Regulatory, Tax, Legal and Compliance Matters
- 42Changes 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 growth45% rewritten
- 43Data privacy regulations and the costs to comply with such regulations could adversely impact our businesses
- 44We 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
- 45Under 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
- 46On 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
- 47In 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
- 48The 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 control87% rewritten
- 49recover 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 statusNew
- 50Changes 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
- 51United States or international environmental laws and regulations may cause us to incur substantial costs or subject us to potential liabilities
- 52Adverse 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 operations65% rewritten
Risks Related to Operating as a Public Company
- 53Our 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 businesses70% rewritten
- 54evaluate 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 personnelNew
- 55We did not design or maintain controls or document segregation of duties over information technology systems used to create or maintain financial reporting records
- 56The Company did not create the proper environment for effective internal control over financial reporting and to ensure that there was accountability for the performance of internal control over financial reporting responsibilities
- 57Designing and implementing a risk assessment process supporting the identification of risks63% rewritten
- 58Our 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
- 59We have incurred, and will continue to incur, significant costs as a result of operating as a public company44% rewritten
Risks Related to Ownership of Our Securities
- 60The price of our securities may be volatile
- 61Low trading volume and public float of our securities may amplify the effect of the above factors on our securities’ price volatility26% rewritten
- 62If 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
- 63There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq
- 64The Warrant Exchange may result in the delisting of the Warrants from Nasdaq
- 65An 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
- 66We do not intend to pay cash dividends on our common stock for the foreseeable future47% rewritten
- 67The Demerau family controls over 50% of our voting power and is able to exert significant influence over stockholder decisions because of its share ownership
- 68Cecil 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
- 69Delaware 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
- 70The 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
- 71The Company may be subject to securities class action litigation, which may harm its business and operating results25% rewritten
- 72in 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 holderNew
- 73The 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 StockNew
- 74The Series B Preferred Stock is equity and is subordinate to the Company’s existing and future indebtednessNew
- 75The Series B Preferred Stock may be junior to other preferred stock the Company may issue in the futureNew
- 76The 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-upNew
- 77The Series B Preferred Stock is perpetual in natureNew
- 78An 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 significantlyNew
- 79The 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 volatileNew
- 80Holders 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 cashNew
- 81Holders 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 cashNew
Other Falcon's Beyond Global 10-Ks
- FY2024 10-K risk factors79 risks
Falcon's Beyond Global faces a going concern doubt after incurring a 2024 operating loss of $15.9 million. Its revenue heavily depends on major client QIC and international expansion in Saudi Arabia. Joint ventures with partners like Meliá carry significant operational and reputational dependencies.
Filed Apr 03, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.