Explanatory Note
This Amendment No. 2 (“Amendment No. 2”) 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 by Amendment No. 1 to the Schedule 13D filed on June 18, 2024 (as amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the 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:
(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 26,465,569 shares of Class A Common Stock consisting of:
| (i) | 1,322,390 shares of Class A Common Stock; |
| (ii) | 400,000 Earnout Shares (in the form of Class A Common Stock); and |
| (iii) | 18,016,608 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 73.9% 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 43.5% 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 41.4% of the total common stock outstanding including the Earnout Shares, based on a total of 107,413,246 shares of common stock of the Issuer outstanding, as disclosed by the Issuer in its preliminary information statement on Form PRE 14C filed with the Securities and Exchange Commission on November 19, 2024 (the “Information Statement “), which includes a total of 47,500,000 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 Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2024.
The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 11,066,629 shares of Class A Common Stock and 96,346,617 shares of Class B Common Stock issued and outstanding, as reflected in the Information Statement, adjusted to reflect shares of Class A Common Stock that may be received upon redemption of Common Units. This amount does not include (i) the 5,026,608 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 earned on May 10, 2024 and subject to an additional 1-year lock-up from the date such securities are earned, released and delivered from escrow to Infinite Acquisitions pursuant to an agreement between Infinite Acquisitions and the Issuer and (ii) 12,990,000 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 which are outstanding and held in escrow to be earned, released and delivered upon satisfaction of certain milestones set forth in the Earnout Escrow Agreement (together, the “Earnout Securities”).
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