SEC Comment Letter 0000000000-23-009250 to Falcon's Beyond Global, Inc. (FBYD, FBYDW) (CIK 0001937987) (FBYD)
Falcon's Beyond Global, Inc. (FBYD, FBYDW) (CIK 0001937987)
Date: Aug. 23, 2023 · CIK: 0001937987 · Accession: 0000000000-23-009250
AI Filing Summary & Sentiment
File numbers found in text: 333-269778
Letter
United States securities and exchange commission logo August 23, 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. Amendment No. 3 to Registration Statement on Form S-4 Filed August 14, 2023 File No. 333-269778 Dear Cecil Magpuri: We have reviewed your amended 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. Amendment No. 3 to Registration Statement on Form S-4 Risk Factors After the completion of the Strategic Investment..., page 24 1.Where you address conflicts of interest in this risk factor, revise to address the conflict of interest presented by the QIC Priority Commitment. Information About the Company Recent Developments, page 204 2.Your disclosure indicates that on July 27, 2023, the Company entered into the Strategic Investment and Subscription Agreement with Qiddiya Investment Company (“QIC”), and its affiliates. Please explain why the impact of these transactions has not been given effect in the Pro Forma Financial Information included on pages 76 through 93 of the filing
FirstName LastNameCecil Magpuri Comapany NameFalcon's Beyond Global, Inc. August 23, 2023 Page 2 FirstName LastName Cecil Magpuri Falcon's Beyond Global, Inc. August 23, 2023 Page 2 pursuant to the guidance in Rule 11-01(a)(8) of Regulation S-X. Also, please revise to disclose the nature and terms of these transactions and the related agreements in a subsequent events note to the Company's financial statements as required by ASC 855-10- 50. General 3.Throughout your filing where you discuss the Strategic Investment, revise to include more detail regarding the Company Talent Incentive Program, including that it must include either (i) an equity pool equal to approximately 10% of FCG's issued and outstanding equity or (ii) a cash bonus pool equal to $12.0 million (i.e., the remaining $12.0 million of the $30.0 million investment). You may contact Ta Tanisha Meadows at 202-551-3322 or Linda Cvrkel at 202-551- 3813 if you have questions regarding comments on the financial statements and related matters. Please contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Joel Rubinstein, Esq.
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United States securities and exchange commission logo
August 23, 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.
Amendment No. 3 to Registration Statement on Form S-4
Filed August 14, 2023
File No. 333-269778
Dear Cecil Magpuri:
We have reviewed your amended 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.
Amendment No. 3 to Registration Statement on Form S-4
Risk Factors
After the completion of the Strategic Investment..., page 24
1.Where you address conflicts of interest in this risk factor, revise to address the conflict of
interest presented by the QIC Priority Commitment.
Information About the Company
Recent Developments, page 204
2.Your disclosure indicates that on July 27, 2023, the Company entered into the Strategic
Investment and Subscription Agreement with Qiddiya Investment Company (“QIC”), and
its affiliates. Please explain why the impact of these transactions has not been given effect
in the Pro Forma Financial Information included on pages 76 through 93 of the filing
FirstName LastNameCecil Magpuri
Comapany NameFalcon's Beyond Global, Inc.
August 23, 2023 Page 2
FirstName LastName
Cecil Magpuri
Falcon's Beyond Global, Inc.
August 23, 2023
Page 2
pursuant to the guidance in Rule 11-01(a)(8) of Regulation S-X. Also, please revise to
disclose the nature and terms of these transactions and the related agreements in a
subsequent events note to the Company's financial statements as required by ASC 855-10-
50.
General
3.Throughout your filing where you discuss the Strategic Investment, revise to include more
detail regarding the Company Talent Incentive Program, including that it must include
either (i) an equity pool equal to approximately 10% of FCG's issued and outstanding
equity or (ii) a cash bonus pool equal to $12.0 million (i.e., the remaining $12.0 million of
the $30.0 million investment).
You may contact Ta Tanisha Meadows at 202-551-3322 or Linda Cvrkel at 202-551-
3813 if you have questions regarding comments on the financial statements and related
matters. Please contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Joel Rubinstein, Esq.