Explanatory Note
This Amendment No. 1 (Amendment No. 1) to Schedule 13D relates to the shares of Class A common stock, par value
$0.0001 per share (Class A Common Stock), of Falcons Beyond Global, Inc., a Delaware corporation (the Issuer) and amends and supplements the initial statement on Schedule 13D filed on February 13, 2024 (as amended,
the Schedule 13D). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1
shall have the same meanings ascribed to them in the Schedule 13D.
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
The principal executive office of the Issuer is located at 1768 Park Center Drive, Orlando, Florida 32835.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On June 14, 2024, Katmandu received 1,745,906 shares of Class A Common Stock from FAST Sponsor II LLC in exchange for the assignment
to FAST Sponsor II LLC of $6,316,977 in indebtedness due to Katmandu by the Issuer. 1,230,000 of these shares of Class A Common Stock are subject to a Sponsor Lock-Up Agreement, as described in Item 6 of
this Schedule 13D.
Item 5. Interest in Securities of the Issuer
Items 5 (a)-(c) of the Schedule 13D are hereby amended and restated as follows:
The information provided and incorporated by reference in Item 3 is hereby incorporated by reference in this Item 5.
(a), (b) The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person and, for each
Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the
disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As reported on the cover pages hereto, (i) Katmandu may be deemed to beneficially own 13,991,375 shares of Class A Common Stock
consisting of 1,745,906 shares of Class A Common stock and 12,245,469 shares of Class A Common Stock issuable on a one-for-one basis upon redemption
of Common Units and an equal number of paired shares of Class B Common Stock, representing 58.9% of the outstanding shares of Class A Common Stock, as calculated pursuant to Rule 13d-3 of
the Exchange Act and (ii) Ms. Markey may be deemed to beneficially own the 13,991,375 shares of Class A Common Stock beneficially owned by Katmandu, consisting of 1,745,906 shares of Class A Common stock and 12,245,469 shares of
Class A Common Stock issuable on a one-for-one basis upon redemption of Common Units and an equal number of paired shares of Class B Common Stock,
and 13,636 shares of Class A Common Stock directly held, representing 58.9% of the outstanding shares of Class A Common Stock, as calculated pursuant to Rule 13d-3 of the Exchange Act. The
Reporting Persons beneficially own approximately 25.3% of the total common stock outstanding excluding Earnout Shares held for the benefit of securityholders of the Issuer (including Katmandu), and such ownership would be equivalent of approximately
25.8% of the total common stock outstanding including the Earnout Shares, based on a total of 124,913,365 shares of common stock of the Issuer outstanding, as disclosed by the Issuer in its Prospectus, as filed with the Securities and Exchange
Commission on June 5, 2024 (the June 2024 Prospectus), which includes a total of 65,000,000 Earnout Shares that are currently held in escrow, as described in the Issuers Current Report on
Form 8-K, filed with the Securities and Exchange Commission on October 12, 2023, as updated by the June 2024 Prospectus.
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