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Correspondence 0001213900-23-040010 from Falcon's Beyond Global, Inc. (FBYD, FBYDW) (CIK 0001937987) (FBYD)

Falcon's Beyond Global, Inc. (FBYD, FBYDW) (CIK 0001937987)
Date: May 15, 2023 · CIK: 0001937987 · Accession: 0001213900-23-040010

AI Filing Summary & Sentiment

File numbers found in text: 333-269778

Referenced dates: March 13, 2022

Date
May 15, 2023
Author
Not clearly detected
Form
CORRESP
Company
Falcon's Beyond Global, Inc. (FBYD, FBYDW) (CIK 0001937987)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade &Services Registration Statement on Form S-4 Filed February 14, 2023 File No. 333-269778

Re: Falcon’s Beyond Global, Inc.

Dear Ms. Beech and Mr. King:

On behalf of our client, Falcon’s Beyond Global, Inc., a Delaware corporation (the “Company” or “Falcon’s”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated March 13, 2022 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4, filed on February 14, 2022 (the “Registration Statement”).

The Company has filed via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in Amendment No. 1. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1.

Amendment No. 1 to Registration Statement on Form S-4 filed on May 15, 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.

Response: The Company has revised the notice of meeting of Amendment No. 1 to address the Staff’s comment.

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 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.

Response: The Company has revised the notice of meeting and the disclosure on pages xxx, 9, 90 and 94 of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company has revised the cover and the disclosure on pages xvi and 5 of Amendment No. 1 to address the Staff’s comment.

4. Please revise to include a discussion of the Company Financing, including the amounts received under the Subscription Agreement to date.

Response: The Company has revised the cover of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company has revised the cover of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company has revised the cover and the disclosure on pages xviii, xix, xxii, 56 and 57 of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company has revised the cover and the disclosure on page xiii of Amendment No. 1 to address the Staff’s comments.

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.

Response: The Company has revised the cover and the disclosure on pages xviii-xxiii of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company has revised the cover and the disclosure on page xx of Amendment No. 1 to address the Staff’s comment. The Company advises the Staff that it has replaced the term “Bonus Shares” with the term “Additional SPAC Share Consideration” throughout Amendment No. 1 to reflect the term used in the A&R Agreement and Plan of Merger.

Questions and Answers

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.

Response: The Company has revised the disclosure on pages xvii, xviii, 65 and 66 of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company has revised the disclosure on pages xiii, xiv and 2 of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company has revised footnote 3 to the ownership table on page xix of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company respectfully acknowledges the Staff’s comment and submits that, pursuant to its joint venture agreements with Melia and Raging Power Limited, the Company is not subject to liquidated damage payments or other damages. In response to the Staff’s comment, the Company has modified the disclosure on page 31 of Amendment No. 1 to clarify that it is not subject to any currently quantified damage payments under its joint venture agreements.

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.

Response: The Company respectfully advises the Staff that FAST Acquisition Corp. II’s (“FAST II”) public stockholders will not experience dilution upon any issuance of Pubco Class A Common Stock in exchange for New Company Units and cancellation of the Pubco Class B Common Stock following the waiver or expiration of the Company Member Lock-Up Period.

Following the waiver or expiration of the Company Member Lock-Up Period, each Company Unitholder will have the option to cause Falcon’s Beyond Global, LLC’s (“FBG”) to redeem its New Company Units in whole or in part. Upon any such redemption: (a) FBG will cause such redeemed New Company Units to be cancelled, (b) the Company will cancel, for no additional consideration, the corresponding shares of Pubco Class B Common Stock, and (c) the Company will exchange such redeemed New Company Units for, at the discretion of a disinterested majority of the Pubco Board, either (i) an equivalent number of shares of Pubco Class A Common Stock (“Share Settlement”) or (ii) an amount of cash equal to the fair market value of such number of shares of Pubco Class A Common Stock (“Cash Settlement”).

In the case of the Share Settlement, when shares of Pubco Class A Common Stock are issued, an equivalent number of New Company Units are issued to the Company. As a result, even though there are more shares of Pubco Class A Common Stock outstanding following the Share Settlement, the Company has a greater percentage of the interest in FBG than before the Share Settlement, and such increase is exactly equal to the number of Pubco Class A Shares being issued. The end result is that each holder of Pubco Class A Common Stock will have the same indirect percentage interest in FBG before and after the Share Settlement. The holders of Pubco Class A Common Stock are therefore not diluted economically by the conversion of the Pubco Class B Common Stock.

The same result occurs if the Company elects to effect a direct exchange of the redeemed New Company Units for the Share Settlement. In such case, subject to the limitations set forth in the A&R Operating Agreement, the Company will acquire the redeemed New Company Units and will be treated for all purposes as the owner of such units. Therefore, each holder of Pubco Class A Common Stock will have the same indirect percentage interest in FBG before and after the Share Settlement in this scenario as well.

With regards to voting rights, the pro forma share ownership tables in Amendment No. 1 already present the voting power of the Pubco Class A Common Stock and Pubco Class B Common Stock on an as-converted basis. Pubco Class B Common Stock and Pubco Class A Common Stock each have one vote per share, so the conversion of Pubco Class B Common Stock into Pubco Class A Common Stock will not dilute the voting power of holders of Pubco Class A Common Stock (except in any circumstance where a separate vote of the Pubco Class A Common Stock is required, which is generally only required for charter amendments that would alter or change the powers, preferences or special rights of the Pubco Class A Common Stock in a manner that is disproportionately adverse as compared to the Pubco Class B Common Stock).

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

Show Raw Text
CORRESP
1
filename1.htm

    May 15, 2023

                                    VIA
                                    EDGAR

                                    United
                                    States Securities and Exchange Commission

                                    Division
                                    of Corporation Finance

                                    Office
                                    of Trade &Services

                                    100
                                    F Street NE
 Washington, D.C. 20549

                                    Attn:
                                    Taylor Beech and Dietrich King

Re:  Falcon’s
                                            Beyond Global, Inc.

Registration
Statement on Form S-4

Filed
February 14, 2023

File
No. 333-269778

Dear Ms.
Beech and Mr. King:

On
behalf of our client, Falcon’s Beyond Global, Inc., a Delaware corporation (the “Company” or “Falcon’s”),
we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the United States Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated
March 13, 2022 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4, filed
on February 14, 2022 (the “Registration Statement”).

The
Company has filed via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which reflects the
Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment
contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the
responses set forth below refer to page numbers in Amendment No. 1. Capitalized terms used but not defined herein have the meanings set
forth in Amendment No. 1.

Amendment No. 1 to Registration Statement on Form S-4 filed on
May 15, 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.

Response: The
Company has revised the notice of meeting of Amendment No. 1 to address the Staff’s comment.

 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 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.

Response: The
Company has revised the notice of meeting and the disclosure on pages xxx, 9, 90 and 94 of Amendment No. 1 to address the Staff’s
comment.

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.

Response: The
Company has revised the cover and the disclosure on pages xvi and 5 of Amendment No. 1 to address the Staff’s comment.

 4. Please
                                            revise to include a discussion of the Company Financing, including the amounts received under
                                            the Subscription Agreement to date.

Response:
The Company has revised the cover of Amendment No. 1 to address the Staff’s comment.

 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.

Response:
The Company has revised the cover of Amendment No. 1 to address the Staff’s comment.

 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.

Response: The Company
has revised the cover and the disclosure on pages xviii, xix, xxii, 56 and 57 of Amendment No. 1 to address the Staff’s comment.

 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.

Response: The Company has revised the
cover and the disclosure on page xiii of Amendment No. 1 to address the Staff’s comments.

 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.

Response: The Company has revised the
cover and the disclosure on pages xviii-xxiii of Amendment No. 1 to address the Staff’s comment.

    2

 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.

Response: The Company has
revised the cover and the disclosure on page xx of Amendment No. 1 to address the Staff’s comment. The Company advises the
Staff that it has replaced the term “Bonus Shares” with the term “Additional SPAC Share Consideration”
throughout Amendment No. 1 to reflect the term used in the A&R Agreement and Plan of Merger.

Questions
and Answers

 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.

Response: The Company has revised the
disclosure on pages xvii, xviii, 65 and 66 of Amendment No. 1 to address the Staff’s comment.

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.

Response: The
Company has revised the disclosure on pages xiii, xiv and 2 of Amendment No. 1 to address the Staff’s comment.

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.

Response: The
Company has revised footnote 3 to the ownership table on page xix of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and submits that, pursuant to its joint venture agreements with Melia and Raging Power Limited, the Company
is not subject to liquidated damage payments or other damages. In response to the Staff’s comment, the Company has modified the
disclosure on page 31 of Amendment No. 1 to clarify that it is not subject to any currently quantified damage payments under its joint
venture agreements.

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.

    3

Response: The
Company respectfully advises the Staff that FAST Acquisition Corp. II’s (“FAST II”) public stockholders will not experience
dilution upon any issuance of Pubco Class A Common Stock in exchange for New Company Units and cancellation of the Pubco Class B Common
Stock following the waiver or expiration of the Company Member Lock-Up Period.

Following
the waiver or expiration of the Company Member Lock-Up Period, each Company Unitholder will have the option to cause Falcon’s Beyond
Global, LLC’s (“FBG”) to redeem its New Company Units in whole or in part. Upon any such redemption: (a) FBG will cause
such redeemed New Company Units to be cancelled, (b) the Company will cancel, for no additional consideration, the corresponding shares
of Pubco Class B Common Stock, and (c) the Company will exchange such redeemed New Company Units for, at the discretion of a disinterested
majority of the Pubco Board, either (i) an equivalent number of shares of Pubco Class A Common Stock (“Share Settlement”)
or (ii) an amount of cash equal to the fair market value of such number of shares of Pubco Class A Common Stock (“Cash Settlement”).

In
the case of the Share Settlement, when shares of Pubco Class A Common Stock are issued, an equivalent number of New Company Units are
issued to the Company. As a result, even though there are more shares of Pubco Class A Common Stock outstanding following the Share Settlement,
the Company has a greater percentage of the interest in FBG than before the Share Settlement, and such increase is exactly equal to the
number of Pubco Class A Shares being issued. The end result is that each holder of Pubco Class A Common Stock will have the same indirect
percentage interest in FBG before and after the Share Settlement. The holders of Pubco Class A Common Stock are therefore not diluted
economically by the conversion of the Pubco Class B Common Stock.

The
same result occurs if the Company elects to effect a direct exchange of the redeemed New Company Units for the Share Settlement. In such
case, subject to the limitations set forth in the A&R Operating Agreement, the Company will acquire the redeemed New Company Units
and will be treated for all purposes as the owner of such units. Therefore, each holder of Pubco Class A Common Stock will have the same
indirect percentage interest in FBG before and after the Share Settlement in this scenario as well.

With
regards to voting rights, the pro forma share ownership tables in Amendment No. 1 already
present the voting power of the Pubco Class A Common Stock and Pubco Class B Common Stock on an as-converted basis.  Pubco Class
B Common Stock and Pubco Class A Common Stock each have one vote per share, so the conversion of Pubco Class B Common Stock into Pubco
Class A Common Stock will not dilute the voting power of holders of Pubco Class A Common Stock (except in any circumstance where a separate
vote of the Pubco Class A Common Stock is required, which is generally only required for charter amendments that would alter or change
the powers, preferences or special rights of the Pubco Class A Common Stock in a manner that is disproportionately adverse as compared
to the Pubco Class B Common Stock).

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