PROSPECTUS FOR UP TO 27,600,293 SHARES OF CLASS A COMMON STOCK,
UP TO 8,970,878 SHARES OF SERIES A PREFERRED STOCK
AND
9,856,247 WARRANTS
OF FALCON’S BEYOND GLOBAL, INC.

In connection with the business combination among Falcon’s Beyond Global, Inc., a Delaware corporation (“Pubco”), Falcon’s Beyond Global, LLC, a Delaware limited liability company (formerly a Florida limited liability company, the “Company”), FAST Acquisition Corp. II, a Delaware corporation (“FAST II”), and the other parties to the Amended and Restated Agreement and Plan of Merger, dated as of January 31, 2023, as amended by the First Amendment to the Merger Agreement, dated as of June 25, 2023, as further amended by the Second Amendment to the Merger Agreement, dated as of July 7, 2023, and as further amended by the Third Amendment to the Merger Agreement, dated as of September 1, 2023 (as further amended, modified, supplemented or waived from time to time, the “Merger Agreement”), Pubco filed a registration statement on Form S-4 (File No. 333-269778) (as amended, the “Registration Statement”), which included a proxy statement of FAST II and a prospectus of Pubco, and which was declared effective by the Securities and Exchange Commission (“SEC”) on September 15, 2023. Also on September 15, 2023, Pubco filed the definitive proxy statement of FAST II and the final prospectus of Pubco (as supplemented to date, the “Proxy Statement/Prospectus”) with the SEC. This Prospectus Supplement No. 2 (this “Supplement”) updates and supplements the Proxy Statement/Prospectus.

This Supplement is being filed to update and supplement the information previously included in the Proxy Statement/Prospectus with the information contained in Pubco’s Current Report on Form 8-K filed with the SEC on November 3, 2023. Accordingly, we have attached the 8-K to this Supplement.

This Supplement is not complete without, and may not be utilized except in connection with, the Proxy Statement/Prospectus, including any supplements and amendments thereto. Any information in the Proxy Statement/Prospectus that is modified or superseded by the information in this Supplement shall not be deemed to constitute a part of the Proxy Statement/Prospectus except as modified or superseded by this Supplement. This Supplement should be read in conjunction with the Proxy Statement/Prospectus and if there is any inconsistency between the information in the Proxy Statement/Prospectus and this Supplement, you should rely on the information in this Supplement.

You should read carefully and in their entirety this Supplement and the Proxy Statement/Prospectus and all accompanying annexes and exhibits before investing in Pubco’s securities. In particular, you should review and consider carefully the matters discussed under the heading “Risk Factors” beginning on page 23 of the Proxy Statement/Prospectus.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE BUSINESS COMBINATION (AS DEFINED IN THE PROXY STATEMENT/PROSPECTUS) OR THE OTHER TRANSACTIONS CONTEMPLATED THEREBY, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Supplement to the Proxy Statement/Prospectus is dated November 7, 2023.

FALCON’S BEYOND GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41833		92-0261853
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Orlando, FL 32835
(Address of principal executive offices, including zip code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On November 3, 2023, in connection with the automatic conversion of all outstanding 8.00% Series A Cumulative Convertible Preferred Stock (the “Preferred Stock”) of Falcon’s Global Beyond, Inc. (the “Company”) described in Item 8.01 below, the Company and Continental Stock Transfer & Trust Company (“Continental”) entered into a second amended and restated warrant agreement (the “Second A&R Warrant Agreement”) on substantially the same terms as were in effect under the terms of the amended and restated warrant agreement, dated as of October 5, 2023, between the Company, FAST Acquisition Corp. II and Continental, as amended by the warrant assumption, assignment and amendment agreement, dated as of October 5, 2023, between the Company and Continental (together, the “Original Warrant Agreement”). The Original Warrant Agreement was amended to reflect the withdrawal and delisting of the Company’s shares of Preferred Stock following the automatic conversion thereof.

In connection with the automatic conversion of the Preferred Stock, the Company’s outstanding warrants will be exercisable for 1.034999 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”).

The foregoing description is qualified in its entirety by the text of the Second A&R Warrant Agreement, which is included as Exhibit 4.1 to this Current Report and is incorporated herein by reference.

On November 6, 2023, the Company issued a press release announcing the conversion of its Series A Preferred Stock and the last trading date of the Preferred Stock on Nasdaq, a copy of which is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Acquiror under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.

Pursuant to the Company’s Certificate of Designation, the Company’s Preferred Stock automatically converts, without any action on the part of the holders thereof, into shares of Class A Common Stock if at any time the volume weighted average closing price of the Class A Common Stock exceeds $14.30 for at least 20 trading days during a period of 30 consecutive trading days ending on the trading day immediately preceding the date of determination, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like.

On November 3, 2023, the Audit Committee of the Company determined that the volume weighted average closing price of the Class A Common Stock exceeded $14.30 for 20 consecutive trading days. Accordingly, on November 6, 2023, 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. No action by the holders of Preferred Stock was required in connection with the automatic conversion. Cash was paid in lieu of fractional shares in accordance with the terms of the Preferred Stock. An aggregate of approximately 600,000 shares of Class A Common Stock were issued upon conversion of the Preferred Stock. Following the automatic conversion of the Preferred Stock, there are no outstanding shares of Preferred Stock.

In connection with the automatic conversion of the Preferred Stock, the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) of the conversion and requested that Nasdaq file with the Securities and Exchange Commission a notification on Form 25 to report the delisting of the Preferred Stock from Nasdaq and to deregister the Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. As of the close of trading on November 6, 2023, the shares of Preferred Stock will cease trading on Nasdaq.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	FBYD	The Nasdaq Stock Market LLC
Warrants to purchase 0.580454 shares of Class A common stock and 0.5 shares of Series A preferred stock, each at an exercise price of $11.50 per share	FBYDW	The Nasdaq Stock Market LLC

Exhibit Number		Description
4.1*		Second Amended and Restated Warrant Agreement, dated November 3, 2023, by and between Falcon’s Beyond Global, Inc. and Continental Stock Transfer & Trust Company.
99.1*		Press Release dated November 6, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Date: November 6, 2023	FALCON’S BEYOND GLOBAL, INC.

	By:	/s/ Cecil D. Magpuri
	Name:	Cecil D. Magpuri
	Title:	Chief Executive Officer