SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Infinite Acquisitions Partners LLC

(Last) (First) (Middle)
3420 PUMP RD #356

(Street)
HENRICO VA 23233

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Falcon's Beyond Global, Inc. [ FBYD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/09/2024 C(1)(2) 2,000,000 A (1)(2) 3,000,000(3) D(4)
Class A Common Stock 02/09/2024 C(5) 273,413 D (1)(5) 2,726,587(3) D(4)
Class A Common Stock 02/09/2024 C(6) 286,947 D (3)(6) 2,439,640(3) D(4)
Class B Common Stock 02/09/2024 J(1)(2) 2,000,000 D (1)(2) 58,809,787(1)(7)(8) D(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units of Falcon's Beyond Global, LLC (1) 02/09/2024 C(1)(2) 2,000,000 (7)(8) (9) Class A Common Stock 2,000,000 $0 58,809,787(7) D(4)
Redemption Obligation (Obligation to Deliver) (10) 02/09/2024 C(5) 336,025 (10) (10) Class A Common Stock 336,025 $0.00 35,571,526(10) D(4)
Redemption Obligation (Obligation to Deliver) (11) 02/09/2024 C(6) 286,947 (11) (11) Class A Common Stock 286,947 $0.00 8,146,445 D(4)
1. Name and Address of Reporting Person*
Infinite Acquisitions Partners LLC

(Last) (First) (Middle)
3420 PUMP RD #356

(Street)
HENRICO VA 23233

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Erudite Cria, Inc.

(Last) (First) (Middle)
3420 PUMP RD #356

(Street)
HENRICO VA 23233

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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").
2. On February 9, 2024, Infinite Acquisitions Partners LLC ("Infinite Acquisitions") effected the redemption of 2,000,000 Common Units, resulting in the delivery of an equal number of shares of Class A Common Stock and the cancellation of the corresponding shares of Class B Common Stock upon execution of the redemption.
3. 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.
4. Represents securities held by 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.
5. On February 9, 2024, Infinite Acquisitions initiated the delivery of shares of Class A Common Stock to satisfy 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 described further in footnote (10) below.
6. On February 9, 2024, Infinite Acquisitions initiated the delivery of shares of Class A Common Stock to satisfy 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 described further in footnote (11) below.
7. Includes (i) 3,270,240 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 (8) 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.
8. 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 (1). 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.
9. The Common Units and the Class B Common Stock do not expire.
10. 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 satisfaction of certain milestones described in the Registration Statement, 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.
11. 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.
Remarks:
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.
Infinite Acquisitions Partners LLC, By: /s/ Lucas Demerau, Name: Lucas Demerau, Title: President 02/13/2024
Erudite Cria, Inc., By: /s/ Lucas Demerau, Name: Lucas Demerau, Title: President 02/13/2024
** Signature of Reporting Person Date
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