0001213900-23-092677.txt : 20231204 0001213900-23-092677.hdr.sgml : 20231204 20231204160537 ACCESSION NUMBER: 0001213900-23-092677 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231106 FILED AS OF DATE: 20231204 DATE AS OF CHANGE: 20231204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schreiber Garrett CENTRAL INDEX KEY: 0001820189 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41833 FILM NUMBER: 231463033 MAIL ADDRESS: STREET 1: 3 MINETTA STREET CITY: NEW YORK STATE: NY ZIP: 10012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FAST Sponsor II LLC CENTRAL INDEX KEY: 0001851351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41833 FILM NUMBER: 231463035 BUSINESS ADDRESS: STREET 1: 109 OLD BRANCHVILLE ROAD CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 2019561969 MAIL ADDRESS: STREET 1: 109 OLD BRANCHVILLE ROAD CITY: RIDGEFIELD STATE: CT ZIP: 06877 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FAST Sponsor II Manager LLC CENTRAL INDEX KEY: 0001851354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41833 FILM NUMBER: 231463034 BUSINESS ADDRESS: STREET 1: 109 OLD BRANCHVILLE ROAD CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 2019561969 MAIL ADDRESS: STREET 1: 109 OLD BRANCHVILLE ROAD CITY: RIDGEFIELD STATE: CT ZIP: 06877 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Falcon's Beyond Global, Inc. CENTRAL INDEX KEY: 0001937987 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6996 PIAZZA GRANDE AVENUE STREET 2: SUITE 301 CITY: ORLANDO STATE: FL ZIP: 32835 BUSINESS PHONE: 407-909-9350 MAIL ADDRESS: STREET 1: 6996 PIAZZA GRANDE AVENUE STREET 2: SUITE 301 CITY: ORLANDO STATE: FL ZIP: 32835 FORMER COMPANY: FORMER CONFORMED NAME: Falcons Beyond Global, Inc. DATE OF NAME CHANGE: 20220713 4 1 ownership.xml X0508 4 2023-11-06 0 0001937987 Falcon's Beyond Global, Inc. FBYD 0001851351 FAST Sponsor II LLC 109 OLD BRANCHVILLE ROAD RIDGEFIELD CT 06877 0 0 1 0 0001851354 FAST Sponsor II Manager LLC 109 OLD BRANCHVILLE ROAD RIDGEFIELD CT 06877 0 0 1 0 0001820189 Schreiber Garrett 109 OLD BRANCHVILLE ROAD RIDGEFIELD CT 06877 0 0 1 0 0 Class A Common Stock 2023-11-06 4 X 0 861544 A 3274044 D Private Placement Warrants ("Warrants") 2023-11-06 4 X 0 2882245 0 D 2023-11-06 Class A Common Stock 861544 0 D On November 6, 2023 the reporting persons sent a notice of exercise to Continental Stock Transfer & Trust Company (the "Warrant Agent") exercising all of the Warrants of Falcon's Beyond Global, Inc. (the "Issuer") held by the reporting persons on a cashless basis pursuant to Section 3.3.1(c) of the Second Amended and Restated Warrant Agreement, dated as of November 3, 2023 (the "Warrant Agreement"), by and between the Issuer and the Warrant Agent, included as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on November 6, 2023. The reporting person did not receive confirmation from the Warrant Agent that the exercise was effective and the 861,544 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), were issued until December 4, 2023. Includes beneficial ownership of 1,162,500 shares of Class A Common Stock (the "Earnout Shares") held in escrow pending the achievement of certain earnout targets. FAST Sponsor II LLC ("Sponsor") holds voting rights with respect to the escrowed Earnout Shares but has entered into a stockholder agreement with the Issuer pursuant to which the Sponsor agreed to vote or cause to be voted all such Earnout Shares held for the Sponsor's benefit in escrow for or against, to be not voted, or to abstain, in the same proportion as the shares held by the holders of the Issuer's common stock as a whole are voted for or against, not voted, or abstained on any matter. Sponsor is the record holder of the securities reported herein. FAST Sponsor II Manager LLC ("Manager") is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of Manager and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the securities held by Sponsor, except to the extent of his pecuniary interest therein. The expiration date for the Warrants reported herein is the earlier to occur of (x) 5:00 p.m., New York City time, on October 5, 2028 and (y) the Redemption Date (as defined in the Warrant Agreement). The Warrants reported herein were initially exercisable for (i) 0.580454 shares of Class A Common Stock and (ii) one half of one share of Series A Preferred Stock of the Issuer (the "Preferred Stock"). Prior to the occurrence of the transactions reported herein, all outstanding shares of Preferred Stock automatically converted into shares of Class A Common Stock at a conversion rate of 0.90909 shares of Class A Common Stock for each share of Preferred Stock. As a result, each Warrant became exercisable for 1.034999 shares of Class A Common Stock. Represents the number of shares of Class A Common Stock for which the Warrants were exercisable on a cashless basis on November 6, 2023. FAST Sponsor II LLC By: FAST Sponsor II Manager LLC, its manager /s/ Garrett Schreiber Title: Sole Member 2023-12-04 FAST Sponsor II Manager LLC /s/ Garrett Schreiber Title: Sole Member 2023-12-04 /s/ Garrett Schreiber 2023-12-04