M&A - Falcon's Beyond Global, Inc.
Form Type: CORRESP
Filing Date: 2025-01-29
Corporate Action: Merger
Type: Update
Accession Number: 000121390025007710
Filing Summary: Falcon’s Beyond Global, Inc. submitted a correspondence to the SEC responding to comments on their Form 10-K for the fiscal year ended December 31, 2023. The response addresses adjustments made for non-GAAP financial measures, particularly regarding credit loss exposure from the Sierra Parima joint venture. The company explains that this adjustment enhances understanding of ongoing core performance and does not tailor GAAP recognition principles. The letter further details the accounting for the merger between Falcon’s Beyond Global, LLC and FAST Acquisition Corp. II, highlighting it as a reverse recapitalization due to the nature of FAST II's assets. It clarifies that the merger does not meet the criteria of a business combination per ASC 805-40 and discusses the implications for earnings per share calculations, emphasizing that historical earnings per share prior to the merger would not provide meaningful information. Additionally, the company intends to disclose total compensation costs related to nonvested awards in their upcoming Form 10-K.
Additional details:
Staff Comment: Adjustment for credit loss exposure in calculation of Adjusted EBITDA.
Impairment Details: Full impairment of the equity method investment and fixed assets related to the Sierra Parima joint venture.
Merger Date: 2023-10-05
Reverse Recapitalization Explanation: FAST Acquisition Corp. II did not qualify as a business under ASC 805.
Noncontrolling Interest Details: Predecessor's legacy equity remains outstanding as Non-Controlling Interest.
Total Compensation Cost: 11.4 million related to nonvested awards.
Number Of Awards Granted: 939,330 RSUs not yet vested.
Grant Date Of Awards: December 21, 2023.
Grant Value: Based on closing price of company's stock on grant date.
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