As filed with the Securities and Exchange Commission on September 5, 2023.
Registration No. 333-269778
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________
FALCON’S BEYOND GLOBAL, INC.
(Exact name of registrant as specified in its charter)
__________________________________________
Delaware | 7999 | 92-0261853 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
6996 Piazza Grande Avenue, Suite 301
Orlando, FL 32835
(407) 909-9350
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
__________________________________________
Cecil D. Magpuri
Chief Executive Officer
6996 Piazza Grande Avenue, Suite 301
Orlando, FL 32835
(407) 909-9350
(Name, address, including zip code, and telephone number, including area code, of agent for service)
__________________________________________
Copies to
Joel L. Rubinstein Jonathan P. Rochwarger James Jian Hu White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 819-8200 | Andrew L. Fabens Stefan G. dePozsgay Evan D’Amico Gibson, Dunn & Crutcher LLP New York, New York 10166 |
__________________________________________
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Falcon’s Beyond Global, Inc. is filing this Amendment No. 5 to its Registration Statement on Form S-4 (File No. 333-269778) as an exhibits-only filing solely for the purpose of filing an executed copy of Exhibit 10.28. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore been omitted.
Item 21. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this registration statement:
Exhibit No | Exhibit | |
2.1†** | ||
3.1** | ||
3.2** | ||
4.1** | Specimen Class A Common Stock Certificate of Falcon’s Beyond Global, Inc. | |
4.2** | ||
4.3** | ||
5.1** | Opinion of White & Case LLP as to the validity of the securities being registered. | |
8.1** | ||
10.1** | ||
10.2** | ||
10.3** | ||
10.4** | ||
10.5** | ||
10.6** | ||
10.7** | ||
10.8†** | ||
10.9†** | ||
10.10†** | ||
10.11** | ||
10.12** | ||
10.13** | ||
10.14** |
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Exhibit No | Exhibit | |
10.15†** | ||
10.16** | ||
10.17†** | ||
10.18†** | ||
10.19†#** | ||
10.20#** | ||
10.21†#** | ||
10.22** | ||
10.23** | ||
10.24** | ||
10.25** | ||
10.26** | ||
10.27†** | ||
10.28† | ||
23.1** | ||
23.2** | ||
23.3** | ||
23.4** | ||
23.5** | Consent of White & Case LLP (included in Exhibit 5.1 hereto). | |
23.6** | ||
24.1** | Power of Attorney (included on signature page to this registration statement). | |
99.1** | ||
99.2** | ||
99.3** | ||
99.4** | ||
99.5** | ||
99.6** | ||
99.7** | ||
99.8** | ||
107** |
____________
** Previously filed.
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
# The Registrant has redacted provisions or terms of this exhibit pursuant to Regulation S-K Item 601(b)(10)(iv). While portions of the exhibit have been redacted, this exhibit includes a prominent statement on the first page of the exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential. The Registrant agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 5 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on the 5th day of September, 2023.
FALCON’S BEYOND GLOBAL, INC. | ||||||
By: | /s/ Cecil D. Magpuri | |||||
Name: | Cecil D. Magpuri | |||||
Title: | Chief Executive Officer | |||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Cecil D. Magpuri | Chief Executive Officer and Director | September 5, 2023 | ||
Cecil D. Magpuri | (Principal Executive Officer) | |||
* | Chief Financial Officer | September 5, 2023 | ||
Joanne Merrill | (Principal Financial Officer and |
*By: | /s/ Cecil D. Magpuri, Attorney-in-Fact | September 5, 2023 |
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