0000950170-24-014660.txt : 20240213
0000950170-24-014660.hdr.sgml : 20240213
20240213172104
ACCESSION NUMBER: 0000950170-24-014660
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240203
FILED AS OF DATE: 20240213
DATE AS OF CHANGE: 20240213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Katmandu Ventures, LLC
CENTRAL INDEX KEY: 0001995584
ORGANIZATION NAME:
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41833
FILM NUMBER: 24630083
BUSINESS ADDRESS:
STREET 1: 3420 PUMP RD. #127
CITY: HENRICO
STATE: VA
ZIP: 23233
BUSINESS PHONE: 804-317-1780
MAIL ADDRESS:
STREET 1: 3420 PUMP RD. #127
CITY: HENRICO
STATE: VA
ZIP: 23233
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Markey Jill K.
CENTRAL INDEX KEY: 0002011486
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41833
FILM NUMBER: 24630082
MAIL ADDRESS:
STREET 1: 4900 PATTERSON AVE
CITY: RICHMOND
STATE: VA
ZIP: 23226
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: 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
3
1
ownership.xml
3
X0206
3
2024-02-03
0
0001937987
Falcon's Beyond Global, Inc.
FBYD
0001995584
Katmandu Ventures, LLC
3420 PUMP ROAD #140
HENRICO
VA
23233
false
false
true
false
0002011486
Markey Jill K.
3420 PUMP ROAD #140
HENRICO
VA
23233
false
false
true
false
Class B Common Stock
33393415
D
Class A Common Stock
13636
D
Common Units of Falcon's Beyond Global, LLC
Class A Common Stock
33393415
D
Represents securities held by Katmandu Ventures, LLC ("Katmandu"). Jill K. Markey is the manager of Katmandu.
Represents securities held by Jill K. Markey.
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 (5) 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 Katmandu, and which will be released to Katmandu, if at all, upon the satisfaction of certain milestones described in the Registration Statement. Katmandu'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 Katmandu, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between Katmandu and the Issuer.
Following the waiver or expiration of any applicable lock-up period, Katmandu will have the right to redeem such Common Units, as described in footnote (3). 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.
Katmandu Ventures, LLC, By: /s/ Jill K. Markey, Name: Jill K. Markey, Title: Manager
2024-02-13
/s/ Jill K. Markey
2024-02-13