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SEC Comment Letter 0000000000-23-010018 to Falcon's Beyond Global, Inc. (FBYD, FBYDW) (CIK 0001937987) (FBYD)

Falcon's Beyond Global, Inc. (FBYD, FBYDW) (CIK 0001937987)
Date: Sept. 11, 2023 · CIK: 0001937987 · Accession: 0000000000-23-010018

AI Filing Summary & Sentiment

File numbers found in text: 333-269778

Date
September 11, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Falcon's Beyond Global, Inc. (FBYD, FBYDW) (CIK 0001937987)

Letter

United States securities and exchange commission logo September 11, 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. 4 to Registration Statement on Form S-4 Filed September 1, 2023 Amendment No. 5 to Registration Statement on Form S-4 Filed September 5, 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. 4 to Registration Statement on Form S-4 Description of the Strategic Investment, page 80 1.Your disclosure indicates that following the strategic investment, management concluded that the Company does not control FCG LLC and therefore it is deconsolidated and is accounted for as an equity investment in the Company's consolidated financial statements. Given the Company's 75% equity interest in FCG LLC, please explain why the Company does not believe that it controls FCG LLC.

FirstName LastNameCecil Magpuri Comapany NameFalcon's Beyond Global, Inc. September 11, 2023 Page 2 FirstName LastName Cecil Magpuri Falcon's Beyond Global, Inc. September 11, 2023 Page 2 Unaudited Pro Forma Condensed Combined Financial Information Notes to Unaudited Pro Forma Condensed Combined Financial Statements Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations for the Strategic Investment, page 90 2.Refer to adjustment (5) - Please explain in further detail how you calculated or determined the Company's share of the losses on the Company's equity method investment in FCG LLC. 3.Refer to adjustment (6) - Please revise to disclose the amount of the basis difference of the Company's equity investment in FCG LLC which is being amortized over a useful life of five years. Falcon's Beyond Global, LLC Interim Financial Statements Notes to the Condensed Consolidated Financial Statements (Unaudited) 12. Subsequent Events, page F-165 4.Your disclosure indicates that as of July 27, 2023, FCG LLC is deconsolidated and accounted for as an equity method investment in the Company's consolidated financial statements due to consent rights granted to OIC that are determined to be significant participating rights. Please explain in further detail the nature of the consent rights that have been granted to OIC and explain in further detail why you believe deconsolidation is appropriate as a result of these rights given your 75% equity interest in this entity. 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.

Show Raw Text
United States securities and exchange commission logo
September 11, 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. 4 to Registration Statement on Form S-4
Filed September 1, 2023
Amendment No. 5 to Registration Statement on Form S-4
Filed September 5, 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. 4 to Registration Statement on Form S-4
Description of the Strategic Investment, page 80
1.Your disclosure indicates that following the strategic investment, management concluded
that the Company does not control FCG LLC and therefore it is deconsolidated and is
accounted for as an equity investment in the Company's consolidated financial
statements.  Given the Company's 75% equity interest in FCG LLC, please explain why
the Company does not believe that it controls FCG LLC.

 FirstName LastNameCecil Magpuri
 Comapany NameFalcon's Beyond Global, Inc.
 September 11, 2023 Page 2
 FirstName LastName
Cecil Magpuri
Falcon's Beyond Global, Inc.
September 11, 2023
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements
of Operations for the Strategic Investment, page 90
2.Refer to adjustment (5) - Please explain in further detail how you calculated or determined
the Company's share of the losses on the Company's equity method investment in FCG
LLC.
3.Refer to adjustment (6) - Please revise to disclose the amount of the basis difference of the
Company's equity investment in FCG LLC which is being amortized over a useful life of
five years.
Falcon's Beyond Global, LLC Interim Financial Statements
Notes to the Condensed Consolidated Financial Statements (Unaudited)
12. Subsequent Events, page F-165
4.Your disclosure indicates that as of July 27, 2023, FCG LLC is deconsolidated and
accounted for as an equity method investment in the Company's consolidated financial
statements due to consent rights granted to OIC that are determined to be significant
participating rights.  Please explain in further detail the nature of the consent rights that
have been granted to OIC and explain in further detail why you believe deconsolidation is
appropriate as a result of these rights given your 75% equity interest in this entity.
            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.