0000950170-24-059918.txt : 20240514
0000950170-24-059918.hdr.sgml : 20240514
20240514192343
ACCESSION NUMBER: 0000950170-24-059918
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240510
FILED AS OF DATE: 20240514
DATE AS OF CHANGE: 20240514
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Infinite Acquisitions Partners LLC
CENTRAL INDEX KEY: 0001995580
ORGANIZATION NAME:
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41833
FILM NUMBER: 24946521
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
FORMER NAME:
FORMER CONFORMED NAME: Infinite Acquisitions, LLLP
DATE OF NAME CHANGE: 20230928
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Erudite Cria, Inc.
CENTRAL INDEX KEY: 0002009850
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41833
FILM NUMBER: 24946520
BUSINESS ADDRESS:
STREET 1: 3420 PUMP RD # 356
CITY: HENRICO
STATE: VA
ZIP: 23233
BUSINESS PHONE: 770-710-6494
MAIL ADDRESS:
STREET 1: 3420 PUMP RD # 356
CITY: HENRICO
STATE: VA
ZIP: 23233
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
4
1
ownership.xml
4
X0508
4
2024-05-10
0001937987
Falcon's Beyond Global, Inc.
FBYD
0001995580
Infinite Acquisitions Partners LLC
3420 PUMP RD #356
HENRICO
VA
23233
false
false
true
false
0002009850
Erudite Cria, Inc.
3420 PUMP RD #356
HENRICO
VA
23233
false
false
true
false
false
Class A Common Stock
2024-05-10
4
J
false
125000
0
D
2314640
D
Class B Common Stock
2024-05-10
4
J
false
6350000
0
D
52549787
D
Reflects the forfeiture on May 10, 2024 due to failure to meet earnuot targets of 125,000 earnout shares of Class A common stock ("Class A Common Stock") of Falcon's Beyond Global, Inc. (the "Issuer") and 6,350,000 earnout common units ("Common Units") of Falcon's Beyond Global, LLC, a subsidiary of the Issuer and the corresponding shares of the Issuer's non-economic voting Class B common stock ("Class B Common Stock") previously issued in connection with the Business Combination by and among the Issuer, Falcon's Beyond Global LLC and the other parties thereto. On May 10, 2024, the Reporting Persons were also notified that an aggregate of 5,101,608 Class A Earnout Shares and Earnout Securities (each as defined below) were earned in connection with the satisfaction of certain earnout targets, composed of 75,000 Class A Earnout Shares and 5,026,608 Earnout Securities, which securities are subject to an additional 1-year lock-up period following their release from escrow.
Includes 575,000 shares of Class A Common Stock that are subject to earnout (the "Class A Earnout Shares") and are being held in an escrow account for the benefit of Infinite Acquisitions. The Class A Earnout Shares will be released to Infinite Acquisitions, if at all, upon the satisfaction of certain milestones described in the Registration Statement. Infinite Acquisitions's right to receive the Class A Earnout Shares upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once the Class A Earnout Shares are earned, released and delivered from escrow to Infinite Acquisitions, such shares shall be subject to an additional 1-year lock-up pursuant to an agreement between Infinite Acquisitions and the Issuer.
Represents securities held by Infinite Acquisitions. Infinite Acquisitions is controlled by its manager, Erudite Cria, Inc. ("Infinite Manager"). Investment and voting decisions at Infinite Manager with respect to the securities held by Infinite Acquisitions are made by the board of directors of Infinite Manager. Each director has one vote on all matters presented to the board of Infinite Manager, except that the chairman of the board of directors, Lucas Demerau, has two votes on all matters presented to the board of Infinite Manager. Therefore, no individual director of Infinite Manager is the beneficial owner, for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities held by Infinite Acquisitions. Each of Infinite Manager and the directors of Infinite Manager disclaim beneficial ownership over such securities except to the extent of their individual pecuniary interest therein.
Holders of Common Units have the right to cause Falcon's Beyond Global, LLC to redeem such Common Units in whole or in part, for an equal number of shares of Class A Common Stock, or cash (at the Issuer's option) and the corresponding shares of 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 (i) 25,543,179 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 5,026,608 Common Units and an equal number of shares of Class B Common Stock subject to an additional 1-year lock-up from the date such securities are earned, released and delivered from escrow to Infinite Acquisitions pursuant to an agreement between Infinite Acquisitions and the Issuer. and (iii) 21,890,000 Common Units and an equal number of shares of Class B Common Stock (the "Earnout Securities") which are being held in an escrow account, and which will be released to Infinite Acquisitions, if at all, upon the satisfaction of certain milestones described in the Registration Statement. Infinite Acquisitions's right to receive the Earnout Securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023.
The Common Units and the Class B Common Stock do not expire.
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.
Infinite Acquisitions Partners LLC, By: /s/ Lucas Demerau, Name: Lucas Demerau, Title: President
2024-05-14
Erudite Cria, Inc., By: /s/ Lucas Demerau, Name: Lucas Demerau, Title: President
2024-05-14