0000950170-24-074958.txt : 20240618 0000950170-24-074958.hdr.sgml : 20240618 20240618164505 ACCESSION NUMBER: 0000950170-24-074958 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240614 FILED AS OF DATE: 20240618 DATE AS OF CHANGE: 20240618 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: 241052519 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: 241052518 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 2024-06-14 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 B Common Stock 2024-06-14 4 S false 400000 D 52059787 D Common Units of Falcon's Beyond Global, LLC 2024-06-14 4 S false 400000 7.50 D Class A Common Stock 400000 52059787 D 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"). On June 14, 2024, Infinite Acquisitions Partners LLC ("Infinite Acquisitions") sold 400,000 Common Units, for $7.50 per Common Unit, and delivered an equal number of shares of Class B Common Stock to the purchaser. 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. Includes (i) 25,143,179 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 earned on May 10, 2024 and 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, (Continued from footnote 4) 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. Once the Earnout Securities are earned, released and delivered from escrow to Infinite Acquisitions, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between Infinite Acquisitions and the Issuer. 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 2024-06-18 Erudite Cria, Inc., By: /s/ Lucas Demerau, Name: Lucas Demerau, Title: President 2024-06-18