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United States securities and exchange commission logo
March 13, 2023
Cecil Magpuri
Chief Executive Officer
Falcon's Beyond Global, Inc.
6996 Piazza Grande Avenue, Suite 301
Orlando, FL 32835
Re:Falcon's Beyond Global, Inc.
Registration Statement on Form S-4
February 14, 2023
File No. 333-269778
Dear Cecil Magpuri:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed February 14, 2023
Notice of Special Meeting of Stockholders
1.We note that you appear to unbundle the Pubco Organizational Documents Advisory
Proposals on page 152.  Please revise your presentation of these proposals in your notice
of meeting to list each separate vote you are taking in connection with these proposals.
Make conforming changes to your proxy card, when filed.
2.We note your disclosure here and throughout your filing provides that the approval of the
Business Combination Proposal requires the affirmative vote of the holders of a majority
of outstanding shares of FAST II’s common stock as of the FAST II Record Date, voting
as a single class; however, Section 9.2(e) of FAST II's current charter provides that the
affirmative vote of the holders of a majority of the shares of the Common Stock that are
voted at a stockholder meeting held to consider such initial Business Combination is the

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requisite voting standard.  Please revise for consistency and disclose how many public
shares of FAST II would need to be voted in order to approve the proposal, assuming only
a quorum is present.
Cover Page
3.Please disclose on your prospectus cover and in your Questions and Answers and
Prospectus Summary sections the aggregate value of the consideration to be paid in the
business combination, as implied by the equity value of the Company.
4.Please revise to include a discussion of the Company Financing, including the amounts
received under the Subscription Agreement to date.
5.Please revise to explicitly identify the national securities exchange where the securities of
the post-combination company will be listed.  In this regard, your disclosure currently
only states that the securities of the post-combination company will be listed on an "an
Approved Exchange."  Refer to Item 501(b)(4) of Regulation S-K.
6.On your prospectus cover and in your Summary and Questions and Answers sections,
please add a description of the voting rights of the PubCo Class A Common Stock, Class
B Common Stock, and Series A Preferred Stock.  We also note your disclosure on page 56
that for so long as Mr. Demerau continues to control Katmandu Ventures, LLC and
Mr. Magpuri continues to control CilMar Ventures, LLC, they will continue to control a
significant percentage of the voting power of Pubco Common Stock, and will be able to
influence the composition of the Pubco Board and management and the approval of
actions requiring stockholder approval.  Please include comparable disclosure in each of
the sections referenced above.
7.Please clarify here and on page xiii that the SPAC Warrants, once assumed by PubCo, will
be convertible into Series A Preferred Stock, including the Private Placement Warrants
held by the Sponsor.
8.Please revise your presentation of the ownership interests of the post-combination
company here, and on pages xvii and 14, to include all dilutive securities.  In this regard,
we note that you include a separate table on pages xvii and page 14 depicting the
additional sources of dilution, yet you do not include a presentation of how such dilution
would impact each party's holdings.
9.Here, and elsewhere in your filing as applicable, please revise to clarify the source and
features of the Bonus Shares.  In this regard, we note your disclosure indicates the Bonus
Shares are allocable pursuant to the Warrant Agreement, and we note page 36 of the
Investor Presentation filed as an exhibit to FAST II's Form 8-K filed February 23, 2023
indicates that the shares forfeited by the Sponsor will create a share bonus pool structure.

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Questions and Answers, page xii
10.Please include a Q&A and related risk factor disclosure addressing the fact that the
Merger Agreement does not include a minimum cash condition and how that may increase
the risk that the post-combination company is under-capitalized.  Address the fact that the
Sponsor appears to be seeking additional financing beyond the Company Financing, and
ensure your disclosure accounts for any redemptions made in connection with FAST II's
Special Meeting held on March 3, 2023.
Q: WHAT WILL FAST II STOCKHOLDERS RECEIVE IN THE BUSINESS
COMBINATION?, page xiii
11.Where you discuss the Series A Preferred in this section and the Summary, revise to
disclose the terms of conversion, including the conversion ratio, for the Series A
Preferred.  We also note your disclosure on page 264 that prior to ____, 2024, the
Series A Quarterly Dividends will be paid in additional shares of Pubco Series A
Preferred Stock.  Include comparable disclosure in these sections.
Q: WHAT EQUITY STAKE WILL CURRENT FAST II PUBLIC STOCKHOLDERS..., page
xvii
12.Please revise footnote 4 to the ownership table, here and on page 14, to state that Infinite
Acquisitions is controlled by the adult children of Mr. and Mrs. Demerau, as you indicate
on page 252.
Risk Factors
If we are not able to satisfy the requirements imposed by our FBD joint venture partners..., page
31
13.We note your disclosure that you may be subject to liquidated damage payments or other
damages under your joint venture agreements.  To the extent material, please quantify the
aggregate liquidated damage payments you may be required to make.
If the Business Combination is consummated, FAST II's stockholders will experience dilution,
page 64
14.Please revise this risk factor to address the potential dilution to FAST II's public
stockholders upon conversion of the Class B common stock into Class A common stock
following the waiver or expiration of the Company Member Lock-Up Period.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 73
15.On page 74, you discuss that the Earnout Shares and Earnout units will be deposited into
escrow at the time of the merger and earned released and delivered upon satisfaction of
certain milestones related to the volume weighted average closing sale price of shares of

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Pubco Class A Common Stock, the EBITDA of Pubco, and the gross revenue of Pubco, as
applicable during the Earnout Period, which is the five-year period beginning on the one-
year anniversary of the Acquisition Merger and ending on the six-year anniversary of the
Acquisition Merger.  Please disclose your planned accounting treatment for the earnout
shares subsequent to their issuance.
Unaudited Pro Forma Statements of Operations , page 79
16.Please revise to disclose FAST II’s basic and diluted earnings per share and the related
weighted average shares used to compute basic and diluted earnings per share for each
period presented in the pro forma statements of operations.
4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 84
17.Refer to footnote 4(h) - Please clearly explain in footnote (h) how the number of shares of
Pubco Class A common stock and Pubco Series A Preferred stock issued to the holders of
27,402,238 shares of FAST II’s Class A common stock were calculated or determined
based on the exchange ratios in the merger agreement.
18.Refer to footnote 4(j) - Please explain in footnote (j) how the number of shares to be
issued to reflect the recapitalization of the Company’s member’s equity of 54,976,758
shares of Pubco Class B stock assuming no redemptions, and 55,698,761 shares of Pubco
Class B stock assuming maximum redemptions, were calculated or determined pursuant to
the terms of the merger agreement.
19.Refer to footnote 4(k) - Please explain how the number of Seller Earnout shares to be
issued to the holders of the Company Units, the Sponsor and Jeffries LLC under both the
no redemption and maximum redemption scenarios were determined pursuant to the
merger agreement.  Also, please explain why no pro forma adjustments for the liabilities
associated with the issuance of these shares have been reflected in the pro forma balance
sheet.  If the accounting for these earnout shares is incomplete at this time, please revise to
include the disclosures outlined in Rule 11-02(a)(11)(ii)(B) of Regulation S-X.
20.Refer to footnote 4(o) - Please explain in footnote (o) how you determined the amount of
the adjustment to derivative warrant liabilities and additional paid in capital to reflect the
forfeiture of 2,148,913 Sponsor Redemption Forfeited Warrants, assuming maximum
redemptions.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements
of Operations, page 86
21.Refer to footnote 4(dd) - Please explain why no adjustment to reflect the fair value of the
seller earnout shares has been reflected in the pro forma statement of operations for the
year ended December 31, 2021.  If the accounting for these earnout shares is incomplete at

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this time, please revise to include the disclosures outlined in Rule 11-02(a)(11)(ii)(B) of
Regulation S-X.
22.Refer to footnote 4(gg) - Please revise to disclose the significant assumptions used to
calculate the pro forma adjustment for preferred stock dividends, assuming no
redemptions.  Your revised disclosure should indicate the amount of the preferred stock
and related dividend rate used to compute the adjustment and should also explain why
there are no dividends reflected under the maximum redemption scenario.
23.Refer to footnote 4 (hh) - Please explain how you calculated or determined the pro forma
adjustment to eliminate the change in fair value associated with the 2,148,913 Sponsor
Redemption Forfeited Warrants, assuming maximum redemptions.
Background of the Business Combination, page 93
24.We note your disclosure that Jefferies performed additional services after the IPO,
including as a financial advisor and capital markets advisor, and part of the IPO
underwriting fee was deferred and conditioned on completion of a business combination.
Please quantify the aggregate fees payable to Jefferies that are contingent on completion
of the business combination.
25.Please elaborate on the negotiation of any material terms relating to the ancillary
agreements that occurred between June 8, 2022 and July 11, 2022 that you reference on
page 97.  If no material terms were negotiated, so state.
26.We note your disclosure that the term sheet executed on April 21, 2022 contemplated a
third-party financing of $250 million, which was reduced on May 6, 2022 to $100 million,
and again on July 8, 2022 to $60 million.  We also note references to an interim financing
and that Jefferies was engaged as a capital markets advisor.  Please revise to clarify
whether the "interim financing" is a reference to the Company Financing, or whether it
refers to an additional funding source.  Also revise your disclosure to include more detail
regarding the negotiations relating to such third-party financing, including any discussions
about the need to obtain additional financing for the combined company, how the parties
decided on the amount, and a description of any marketing processes undertaken to date
(e.g., identification of potential investors and how the terms of the financing transaction
may be determined).
27.We note your disclosure that the Company provided the Updated Opinion projections to
"reflect the anticipated delay in the Closing of the Business Combination, the availability
of the proceeds of the Business Combination equal to approximately 65% of FAST II’s
Trust Fund and $60 million in Private Placement Investment Amount, and other updates
to the Company’s initial business plan." We also note your disclosure that in January
2023, the Company provided FAST II with an updated operating model and revised
projections that resulted in a downward adjustment to the merger consideration.  Please
elaborate on these developments, including the reasons for the delay in the closing of the
Business Combination, the updates to the Company's business plan, and the driving

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factors behind the updated projections.
Financing of the Business Combination, page 119
28.Your disclosure on page 119 indicates that as of December 31, 2022, Infinite Acquisitions
has been issued 5,820,900 Company Financing Units for aggregate consideration of $58.2
million, including a portion of which related to a debt to equity conversion of $20,000,000
for 2,000,000 Financing Units.  Please explain why this $58.2 million differs from the
amounts reflected in footnote 4(e) to the pro forma balance sheet on page 85.
Certain Projected Financial Information, page 140
29.We note your disclosure on page 142 that investors are cautioned not to rely on such
financial information in making a decision regarding the business combination proposal.
Please remove such disclaimer, or revise to state that investors should not place undue
reliance on the projections.
Sources and Uses, page 150
30.Please explain why the pro forma existing net debt reflected in the estimated sources and
uses tables on pages 150 and 151 are inconsistent with the amounts reflected in the pro
forma balance sheet on pages 77 and 78.  Also please explain why the amount of
estimated transaction expenses reflected in these tables of $45 million is inconsistent with
the transaction expenses disclosed in footnote 4(c) on pages 84 and 85 of the registration
statement.  In addition, please explain why the cash to balance sheet under the no
redemption and maximum redemption scenarios of $238.5 million and $15 million
respectively, are inconsistent with the amounts reflected in the pro forma balance sheet on
page 77.  Please advise or revise as appropriate.
Information About the Company, page 189
31.We note your disclosure that at Falcon's Central locations, guests "will have the
opportunity to enjoy these gaming properties beyond their visit through availability of
consumer products, including apparel, merchandise, electronics and NFTs," and that your
consumer merchandise roadmap within FBB also includes "NFTs."  Please revise to
provide a materially complete description of these NFTs, such as identifying who will
create and sell them, what rights and benefits will be associated with them, includin