United States securities and exchange commission logo
July 10, 2023
Cecil Magpuri
Chief Executive Officer
Falcon's Beyond Global, Inc.
6996 Piazza Grande Avenue, Suite 301
Orlando, FL 32835
Re: Falcon's Beyond
Global, Inc.
Amendment No. 2 to
Registration Statement on Form S-4
Filed June 28, 2023
File No. 333-269778
Dear Cecil Magpuri:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
30, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Cover Page
1. We note you have
removed the disclosure regarding the ownership of the post-
combination company.
Please revise to include this disclosure on your cover page.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 76
2. Your disclosure on page
78 indicates that on June 23, 2023, the Company entered into an
amendment to the credit
agreement with Infinite Acquisition pursuant to which (i) Pubco
joined as a party to
the Credit Agreement, (ii) Infinite Acquisitions agreed to transfer, in
its sole discretion,
all or a portion of the amounts due to Infinite Acquisitions under the
Cecil Magpuri
FirstName LastNameCecil Magpuri
Falcon's Beyond Global, Inc.
Comapany
July NameFalcon's Beyond Global, Inc.
10, 2023
July 10,
Page 2 2023 Page 2
FirstName LastName
Credit Agreement to Infinite Acquisition s equity holders (the
Debt Transfer(s), all such
transferred debt the Transferred Debt and each equity holder the
Debt Transferee ),
and (iii) Pubco, the Company and Infinite Acquisitions agreed that
each Debt Transferee
shall have the right to cause Pubco to exchange such Debt Transferee
s Transferred Debt
for shares of Pubco Series A Preferred Stock at the Acquisition Merger
Closing. We
further note that you have not given effect to the exchange of the
Transferred Debt for
Pubco Series A Preferred Stock as the exchange is contingent upon
action of the Debt
Transferees. Given that your planned merger is structured in such a
manner that
significantly different results may occur, please provide additional
pro forma presentations
which give effect to the exchange of the Transferred Debt for the
Pubco Series A
Preferred Stock or explain why you do not believe this is required.
Refer to the guidance
in Rule 11-02(a)(10) of Regulation S-X.
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Balance
Sheet, page 89
3. We read your response to comment 4 and note the revisions to your
disclosure; however,
the 51,126,844 shares of Pubco stock to be issued for the Company
units as disclosed in
footnote (m) still does not agree to the number disclosed in Note 11
to FAST Acquisition
Corp II audited financial statements of 48,587,077 on page F-28.
Please reconcile and
revise these disclosures.
Background of the Business Combination, page 97
4. We note your disclosure on pages 104-106 regarding the "Strategic
Investment." Please
revise to clarify the status of this financing and whether you expect
it to be finalized prior
to the consummation of the business combination.
Sources and Uses, page 157
5. We read your response to comment 8 and note your revised disclosure.
However, it is not
clear why the amounts in these tables do not agree to the pro forma
financial information
and we re-issue our comment in its entirety:
Please reconcile pro forma existing net debt reflected in the
estimated sources and
uses tables to the amounts reflected on the pro forma balance
sheet.
Please reconcile the amount of estimated transaction expenses
reflected in these
tables to the transaction expenses disclosed in footnote 4(c) on
pages 87 and 88 of the
registration statement.
Please reconcile the cash to balance sheet amounts under the no
redemption and
maximum redemption scenarios to the amounts reflected in the pro
forma balance
sheet.
Please explain why your sources of funds on page 157 lists private
placement
proceeds of $80 million while footnote 4(e) on page 88 indicates
proceeds of $60
million.
Cecil Magpuri
Falcon's Beyond Global, Inc.
July 10, 2023
Page 3
General
6. We note you have removed disclosure throughout your filing that Infinite
Acquisitions
will be the controlling shareholder of the post-combination company.
Please revise to
include such disclosure, or tell us why it is no longer applicable.
You may contact Ta Tanisha Meadows at 202-551-3322 or Linda Cvrkel at
202-551-
3813 if you have questions regarding comments on the financial statements and
related
matters. Please contact Taylor Beech at 202-551-4515 or Dietrich King at
202-551-8071 with
any other questions.
Sincerely,
FirstName LastNameCecil Magpuri
Division of
Corporation Finance
Comapany NameFalcon's Beyond Global, Inc.
Office of Trade &
Services
July 10, 2023 Page 3
cc: Joel Rubinstein, Esq.
FirstName LastName