0001213900-24-043124.txt : 20240514 0001213900-24-043124.hdr.sgml : 20240514 20240514214610 ACCESSION NUMBER: 0001213900-24-043124 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: CilMar Ventures, LLC Series A CENTRAL INDEX KEY: 0001995723 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: 24946837 BUSINESS ADDRESS: STREET 1: FALCONS BEYOND GLOBAL, INC. STREET 2: 11515 WATERSTONE LOOP DRIVE CITY: WINDERMERE STATE: FL ZIP: 34786 BUSINESS PHONE: 407-909-9350 MAIL ADDRESS: STREET 1: FALCONS BEYOND GLOBAL, INC. STREET 2: 11515 WATERSTONE LOOP DRIVE CITY: WINDERMERE STATE: FL ZIP: 34786 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magpuri Cecil D. CENTRAL INDEX KEY: 0001995405 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41833 FILM NUMBER: 24946835 MAIL ADDRESS: STREET 1: FALCONS BEYOND GLOBAL, INC. STREET 2: 11515 WATERSTONE LOOP DRIVE CITY: WINDERMERE STATE: FL ZIP: 34786 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaiao Kollective LLC CENTRAL INDEX KEY: 0002012381 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: 24946836 BUSINESS ADDRESS: STREET 1: 11515 WATERSTONE LOOP DRIVE CITY: WINDERMERE STATE: FL ZIP: 34786 BUSINESS PHONE: 4079099350 MAIL ADDRESS: STREET 1: 11515 WATERSTONE LOOP DRIVE CITY: WINDERMERE STATE: FL ZIP: 34786 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magpuri Marty CENTRAL INDEX KEY: 0002012346 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41833 FILM NUMBER: 24946834 MAIL ADDRESS: STREET 1: 11515 WATERSTONE LOOP DRIVE CITY: WINDERMERE STATE: FL ZIP: 34786 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 X0508 4 2024-05-10 0 0001937987 Falcon's Beyond Global, Inc. FBYD 0001995723 CilMar Ventures, LLC Series A 11515 WATERSTONE LOOP DRIVE WINDERMERE FL 34786 0 0 1 0 0002012381 Kaiao Kollective LLC 11515 WATERSTONE LOOP DRIVE WINDERMERE FL 34786 0 0 1 0 0001995405 Magpuri Cecil D. 11515 WATERSTONE LOOP DRIVE WINDERMERE FL 34786 0 0 1 0 0002012346 Magpuri Marty 11515 WATERSTONE LOOP DRIVE WINDERMERE FL 34786 0 0 1 0 0 Class B Common Stock 2024-05-10 4 J 0 2918750 0 D 30474665 D Common Units of Falcon's Beyond Global, LLC 2024-05-10 4 J 0 2918750 0 D Class A Common Stock 2918750 30474665 D Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. Accordingly, Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. 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 (i) 13,388,415 Common Units and an equal number of shares of Class B Common Stock (including 1,142,946 which vested on March 10, 2024 upon the satisfaction of certain earnout targets) and (ii) 17,086,250 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 1,142,946 which vested and 2,918,750 which were forfeited on March 10, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement. CilMar'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 CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer. Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2). The Common Units and Class B Common Stock do not expire. Reflects the forfeiture of 2,918,750 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout, due to the failure to achieve certain earnout targets. CILMAR VENTURES, LLC SERIES A By: Kaiao Kollective, LLC, its Manager By: /s/ Cecil D. Magpuri Name: Cecil D. Magpuri Title: Manager 2024-05-14 KAIAO KOLLECTIVE, LLC By: /s/ Cecil D. Magpuri Name: Cecil D. Magpuri Title: Manager 2024-05-14 By: /s/ Cecil D. Magpuri Name: Cecil D. Magpuri 2024-05-14 By: /s/ Marty M. Magpuri Name: Marty M. Magpuri 2024-05-14