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 Falcon’s 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”). The principal executive office of the Issuer is located at 1768 Park Center Drive, Orlando, FL 32835. 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, FL 32835.
Item 5. Interest in Securities of the Issuer
Items 5 (a)-(c) of the Schedule 13D are hereby amended and restated as follows:
(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, the Reporting Persons may each be deemed to beneficially own 27,582,819 shares of Class A Common
Stock consisting of:
| |
(i) |
1,739,640 shares of Class A Common Stock; |
| |
(ii) |
575,000 Earnout Shares (in the form of Class A Common Stock); and |
| |
(iii) |
25,143,179 shares of Class A Common Stock issuable upon the redemption of an equal number of Common Units
and the simultaneous cancellation of an equal number of shares of Class B Common Stock. Infinite Acquisitions has the right to cause Falcon’s LLC to redeem such Common Units in whole or in part, for an equal number of shares of the
Class A Common Stock or cash (at the Issuer’s option) and the corresponding shares of Class B Common Stock will be canceled, as described in the Issuer’s Prospectus filed with the SEC on December 12, 2023 pursuant to Rule
424(b)(3) (File No. 333-275243) (the “Prospectus”), and subject to limitations set forth in the A&R Operating Agreement (as defined in Item 6 of the Schedule 13D). Shares of Class B
Common Stock have no economic rights and each share of Class B Common Stock entitles its holder to 1 vote per share. |
The beneficial ownership reported above represents 74.9% of the outstanding shares of Class A Common Stock, as calculated pursuant to
Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The Reporting Persons beneficially own approximately 44.9% of the total common stock outstanding excluding Earnout Shares held for the benefit of
securityholders of the Issuer (including Infinite Acquisitions), and such ownership would be equivalent of approximately 43.5% 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 Issuer’s 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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