0001213900-24-014691.txt : 20240215 0001213900-24-014691.hdr.sgml : 20240215 20240215205054 ACCESSION NUMBER: 0001213900-24-014691 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240203 FILED AS OF DATE: 20240215 DATE AS OF CHANGE: 20240215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magpuri Marty CENTRAL INDEX KEY: 0002012346 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41833 FILM NUMBER: 24645564 MAIL ADDRESS: STREET 1: 1768 PARK CENTER DRIVE CITY: ORLANDO STATE: FL ZIP: 32835 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaiao Kollective LLC CENTRAL INDEX KEY: 0002012381 ORGANIZATION NAME: STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41833 FILM NUMBER: 24645563 BUSINESS ADDRESS: STREET 1: 6996 PIAZZA GRANDE AVE CITY: ORLANDO STATE: FL ZIP: 32835 BUSINESS PHONE: 4079099350 MAIL ADDRESS: STREET 1: 6996 PIAZZA GRANDE AVE CITY: ORLANDO STATE: FL ZIP: 32835 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Falcon's Beyond Global, Inc. CENTRAL INDEX KEY: 0001937987 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1768 PARK CENTER DRIVE CITY: ORLANDO STATE: FL ZIP: 32835 BUSINESS PHONE: 407-909-9350 MAIL ADDRESS: STREET 1: 1768 PARK CENTER DRIVE CITY: ORLANDO STATE: FL ZIP: 32835 FORMER COMPANY: FORMER CONFORMED NAME: Falcons Beyond Global, Inc. DATE OF NAME CHANGE: 20220713 3 1 ownership.xml X0206 3 2024-02-03 0 0001937987 Falcon's Beyond Global, Inc. FBYD 0002012346 Magpuri Marty 6996 PIAZZA GRANDE AVE, SUITE 301 ORLANDO FL 32835 0 0 1 0 0002012381 Kaiao Kollective LLC 6996 PIAZZA GRANDE AVE, SUITE 301 ORLANDO FL 32835 0 0 1 0 Class B Common Stock 33393415 I See footnote. Common Units of Falcon's Beyond Global, LLC Class A Common Stock 33393415 I See footnote. Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. 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"). Includes 12,245,469 Common Units and an equal number of shares of Class B Common Stock subject to the lock-up described in footnote (4) below and 21,147,946 Common Units and an equal number of shares of Class B Common Stock that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement. CilMar's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such securities are earned, released and delivered from escrow to CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer. Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2). 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. The Common Units and Class B Common Stock do not expire. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are subject to Section 16 of the Exchange Act. 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. Kaiao Kollective, LLC, By: /s/ Cecil D. Magpuri, Name: Cecil D. Magpuri, Title: Manager 2024-02-15 /s/ Marty Mathers Magpuri 2024-02-15