| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FBYD | Class A Common Stock | 1M | Oct 6, 2023 | Direct | F1, F2 | |||||
| holding | FBYD | Class B Common Stock | 60.8M | Oct 6, 2023 | Direct | F1, F3, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FBYD | Common Units of Falcon's Beyond Global, LLC | Oct 6, 2023 | Class A Common Stock | 60.8M | Direct | F1, F3, F4, F5, F6 | |||||||
| holding | FBYD | Redemption Obligation (Obligation to Deliver) | Oct 6, 2023 | Class A Common Stock | 35.9M | Direct | F1, F3, F7 | |||||||
| holding | FBYD | Redemption Obligation (Obligation to Deliver) | Oct 6, 2023 | Class A Common Stock | 8.43M | Direct | F1, F3, F8 |
| Id | Content |
|---|---|
| F1 | Represents securities held by Infinite Acquisitions Partners LLC ("Infinite Acquisitions"). Infinite Acquisitions is controlled by its manager, Erudite Cria, Inc. ("Infinite Manager"). Investment and voting decisions at Infinite Manager with respect to the securities held by Infinite Acquisitions are made by the board of directors of Infinite Manager. Each director has one vote on all matters presented to the board of Infinite Manager, except that the chairman of the board of directors, Lucas Demerau, has two votes on all matters presented to the board of Infinite Manager. Therefore, no individual director of Infinite Manager is the beneficial owner, for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities held by Infinite Acquisitions. Each of Infinite Manager and the directors of Infinite Manager disclaim beneficial ownership over such securities except to the extent of their individual pecuniary interest therein. |
| F2 | Includes 775,000 shares of Class A Common Stock that are subject to earnout (the "Class A Earnout Shares") and are being held in an escrow account for the benefit of Infinite Acquisitions. The Class A Earnout Shares will be released to Infinite Acquisitions, if at all, upon the satisfaction of certain milestones described in the Registration Statement. Infinite Acquisitions's right to receive the Class A Earnout Shares upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once the Class A Earnout Shares are earned, released and delivered from escrow to Infinite Acquisitions, such shares shall be subject to an additional 1-year lock-up pursuant to an agreement between Infinite Acquisitions and the Issuer. |
| F3 | Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (the "Issuer"), have 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 Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), or cash (at the Issuer's option) and the corresponding shares of the Issuer's non-economic voting Class B common stock, par value $0.0001 per share ("Class B Common Stock"), will be canceled, as described in the Issuer's Registration Statement on Form S-4 (File No. 333-269778) (the "Registration Statement"). |
| F4 | Includes (i) 5,270,240 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 22,272,939 Common Units and an equal number of shares of Class B Common Stock subject to the lock-up described in footnote (5) below and (iii) 33,266,608 Common Units and an equal number of shares of Class B Common Stock (the "Earnout Securities") which are being held in an escrow account, and which will be released to Infinite Acquisitions, if at all, upon the satisfaction of certain milestones described in the Registration Statement. Infinite Acquisitions's right to receive the Earnout Securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once the Earnout Securities are earned, released and delivered from escrow to Infinite Acquisitions, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between Infinite Acquisitions and the Issuer. |
| F5 | Following the waiver or expiration of any applicable lock-up period, Infinite Acquisitions will have the right to redeem such Common Units, as described in footnote (3). The lock-up period referred to above exists until the earlier of (i) 180 days after October 6, 2023 and (ii) the date on which the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-consecutive trading day period commencing at least 150 days after October 6, 2023. |
| F6 | The Common Units and the Class B Common Stock do not expire. |
| F7 | Represents an obligation of Infinite Acquisitions to deliver shares of Class A Common Stock pursuant to obligations underlying certain redemption agreements entered into with former equityholders of Infinite Acquisitions prior to the Business Combination described in the Registration Statement. The arrangement obligates Infinite Acquisitions to deliver up to 13,441,004 shares of Class A Common Stock and up to an additional 22,466,547 shares of Class A Common Stock, which may be acquired upon redemption by Infinite Acquisitions of an equal number of Common Units, subject to the earning of such Common Units (as described in footnote (4) above) at certain redemption dates over a nine-year period beginning following the closing of the Business Combination. The number of shares of Class A Common Stock to be delivered at each payment date is to be reduced by up to 20% of the amount deliverable, subject to an implied minimum share price of $10.00 per share. |
| F8 | Represents an obligation of Infinite Acquisitions to deliver shares of Class A Common Stock pursuant to obligations underlying certain redemption agreements entered into with former equityholders of Infinite Acquisitions prior to the Business Combination described in the Registration Statement. The arrangement obligates Infinite Acquisitions to deliver 8,433,392 shares of Class A Common Stock which may be acquired upon redemption by Infinite Acquisitions of an equal number of Common Units at certain redemption dates over a four-year period beginning following the closing of the Business Combination. |
This amendment is being filed to amend and restate the Form 3 filed on October 6, 2023 and amended on October 13, 2023 (as amended, the "Original Form 3") to (i) disclose that there are 775,000 shares of Class A Common Stock subject to earnout conditions rather than 755,000 as reported on the Original Form 3, (ii) report all shares of Class A Common Stock, shares of Class B Common Stock or Common Units, as applicable, as a single class of security, with footnote disclosure as appropriate, (iii) add Erudite Cria, Inc. as a reporting person and (iv) disclose certain obligations described in footnotes (8) and (9) above that were inadvertently omitted from the Original Form 3. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.