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    September 12, 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.

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 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
September 11, 2023 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4,
filed on September 1, 2023 (the “Registration Statement”).

The Company has filed via
EDGAR Amendment No. 6 to the Registration Statement (“Amendment No. 6”), 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. 6. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 6.

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.

Response: As discussed with the
Staff, the Company has revised the disclosure on page 81 of Amendment No 6 to address the Staff’s comment. The Company further advises
the Staff to see the response to Comment No. 4 below.

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.

Response: The Company determined
its share of the losses on the Company’s equity method investment in FCG LLC in accordance with Accounting Standards Codification
(“ASC”) Topic 323, Investments – Equity Method and Joint Ventures (“ASC 323”) and pursuant to the
provisions of the third amended and restated limited liability company agreement of FCG LLC (the “FCG A&R LLCA”).

The Company calculated its share of
the losses on the Company’s equity method investment in FCG LLC for the six months ended June 30, 2023 and year ended December 31, 2022
based on its share of the historical losses for those periods, as determined in accordance with the FCG A&R LLCA, and adjusted to
give pro forma effect for the impact of the Preferred Return payable to the holders of the preferred units in FCG LLC, as if the Strategic
Investment had been consummated on January 1, 2022, the beginning of the earliest period presented.

Specifically, Section 3.9 of, and the
definitions of “Initial Investment Amount”, “Investment Amount”, “Preferred Liquidation Preference”
and “Preferred Return” in, the FCG A&R LLCA provide as follow:

“Section 3.9 Redemption

At any time and from time to time
after a Redemption Commencement Date, QIC may elect, in its sole discretion, to require the [FCG LLC] to redeem any or all of the outstanding
Preferred Units for the Preferred Liquidation Preference of such Preferred Units as of the Redemption Date (as defined below) (the “Redemption
Amount”).

“Initial Investment Amount”
means the $30,000,000 investment by QIC into the [FCG LLC] pursuant to the Subscription Agreement.

“Investment Amount”
means the Initial Investment Amount, as reduced from time to time to take into account any distributions, redemptions, return of capital
or other payments (other than distributions pursuant to the Preferred Return, including pursuant to Section 4.2(a)(i)).

“Preferred Liquidation Preference”
means, an amount equal to (a) the Investment Amount, plus (b) the Preferred Return.

“Preferred Return” means
an amount necessary to result in a rate of return of 9% per annum, compounding annually on the Outstanding Units Investment Amount and
accruing from the date hereof, as adjusted from time to time to take into account any distributions, return of capital or other payments.”

Pursuant to these provisions, QIC is
entitled to a redemption amount of the initial $30 million investment plus the Preferred Return. As a result, QIC does not absorb losses
from FCG LLC that would cause its investment to drop below the Preferred Liquidation Preference amount and any losses not absorbed by
QIC are fully allocated to the Company. The Company considered ASC 970-323-17 by analogy and determined that this allocation of earnings
and losses is substantive as it best represents cash distributions over the life of FCG LLC and on its potential liquidation.

The Company’s share of the losses
on the Company’s equity method investment in FCG LLC in adjustment (5) does not include the amortization of the basis difference
of the Company’s equity method investment in FCG LLC related to unrecognized customer relationship intangible assets, which has
been reflected separately in adjustment (6) of Note 3 to the Unaudited Pro Forma Condensed Combined Financial Information.

The Company further advises the Staff
that it has revised the footnote disclosure describing adjustment (5) on page 90 of Amendment No. 6 to address the Staff’s comment.

 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.

Response: As discussed with the
Staff, the Company has revised the disclosure on page 90 of Amendment No. 6 to address the Staff’s comment; and respectfully advises
the Staff that the basis difference of the Company’s equity investment in FCG LLC is an intangible asset related to customer relationships
of approximately $17 million.

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 QIC that are determined to be significant participating rights. Please explain in further detail the nature of the
consent rights that have been granted to QIC 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.

Response: As discussed with the
Staff, the Company has evaluated the rights granted to QIC within the FCG A&R LLC Agreement. Specifically, the following have been
determined to be substantive participating rights:

“Section 7.6 Approval Matters

(e) QIC Consent Rights. Until such
date that QIC holds less than 25% of the Preferred Units it held as of the Effective Date, without the prior consent of QIC, the Company
shall not, and shall cause each other Group Company not to (or, in the case of Section 7.6(e)(ii), (xiii), (xxiv) and (xxv) FBG shall
not, and shall cause the Company Parent Entities not to):

. . .

(x) effect any investment, acquisition,
joint venture, strategic partnership or similar arrangement, in each case, in which such transaction(s) or series of related transactions
has an aggregate transaction value in excess of $1,000,000 over the course of any calendar year;

(xi) approve any project or other customer
arrangement that would, individually or in the aggregate, interfere with the QIC Priority Commitment, including entry into an agreement
that commits the services of the Group Companies or any employee thereof to be rendered on an exclusive or “priority” basis
to a third-party for any period of time;

. . .

    2

(xvi) incur any indebtedness for borrowed
money in excess of $1,000,000;

. . .

(xx) approve, amend, deviate from or
alter the Budget and Business Plan of the Company, in each case, unless approved by the Board (including the QIC Manager);”

A summary of the consent rights granted
to QIC is disclosed on pages 208 through 210 of Amendment No. 6.

The Company first considered whether
FCG LLC is a variable interest entity by evaluating the three conditions in ASC 810-10-15-14. The Company determined that FCG LLC does
not meet any one of these criteria to be a variable interest entity. As a result, the Company considered the guidance applicable to voting
interest model entities in ASC 810-10-15-10, which presents exceptions to consolidation by a reporting entity holding a majority of voting
stock.

The Company next considered the guidance
in ASC 810-10-25-1 which states (emphasis added):

For legal entities other than limited
partnerships, consolidation is appropriate if a reporting entity has a controlling financial interest in another entity and a specific
scope exception does not apply (see Section 810-10-15). The usual condition for a controlling financial interest is ownership of a
majority voting interest, but in some circumstances control does not rest with the majority owner.

The Company then evaluated the definitions
in ASC 810-10-20 and the guidance in ASC 810-10-25 regarding participating rights. Specifically, the Company considered the ASC 810-20
glossary definition of a participating right for a voting interest entity which states:

Participating rights allow the limited
partners or noncontrolling shareholders to block or participate in certain significant financial and operating decisions of the limited
partnership or corporation that are made in the ordinary course of business. Participating rights do not require the holders of such rights
to have the ability to initiate actions.

For further analysis, the Company considered
the guidance in ASC 810-10-25-2 and ASC 810-10-25-5 which states (emphasis added):

25-2 Paragraph 810-10-15-10(a)(1)(iv)
explains that, in some instances, the powers of a shareholder with a majority voting interest or limited partner with a majority of kick-out
rights through voting interests to control the operations or assets of the investee are restricted in certain respects by approval or
veto rights granted to the noncontrolling shareholder or limited partner (referred to as noncontrolling rights). That paragraph also explains
that, in paragraphs 810-10-25-2 through 25-14, the term noncontrolling shareholder refers to one or more noncontrolling shareholders and
the terms limited partner and general partner refer to one or more limited or general partners. Paragraph 810-10-15-10(a)(1)(iv) explains
that those noncontrolling rights may have little or no impact on the ability of a shareholder with a majority voting interest or limited
partner with a majority of kick-out rights through voting interests to control the investee’s operations or assets, or, alternatively,
those rights may be so restrictive as to call into question whether control rests with the majority owner.

25-5 The assessment
of whether the rights of a noncontrolling shareholder or limited partner should overcome the presumption of consolidation by the investor
with a majority voting interest or limited partner with a majority of kick-out rights through voting interests in its investee is a matter
of judgment that depends on facts and circumstances. The framework in which such facts and circumstances are judged shall be based
on whether the noncontrolling rights, individually or in the aggregate, allow the noncontrolling shareholder or limited partner to effectively
participate in certain significant financial and operating decisions of the investee that are made in the ordinary course of business.
Effective participation means the ability to block significant decisions proposed by the investor who has a majority voting interest
or the general partner. That is, control does not rest with the majority owner because the investor with the majority voting interest
cannot cause the investee to take an action that is significant in the ordinary course of business if it has been vetoed by the noncontrolling
shareholder. Similarly, for limited partnerships, control does not rest with the limited partner with the majority of kick-out rights
through voting interests if the limited partner cannot cause the general partner to take an action that is significant in the ordinary
course of business if it has been vetoed by other limited partners. This assessment of noncontrolling rights shall be made at the time
a majority voting interest or a majority of kick-out rights through voting interests is obtained and shall be reassessed if there is
a significant change to the terms or in the exercisability of the rights of the noncontrolling shareholder or limited partner.

    3

Additionally, the Company considered
ASC 810-10-25-11 which states (emphasis added):

Noncontrolling rights (whether granted
by contract or by law) that would allow the noncontrolling shareholder or limited partner to effectively participate in either of the
following corporate or partnership actions shall be considered substantive participating rights and would overcome the presumption
that the investor with a majority voting interest or limited partner with a majority of kick-out rights through voting interests shall
consolidate its investee. The following list is illustrative of substantive participating rights, but is not necessarily all-inclusive:

a Selecting, terminating, and setting
the compensation of management responsible for implementing the investee’s policies and procedures

b Establishing operating and capital
decisions of the investee, including budgets, in the ordinary course of business.

Finally, the Company considered the guidance
in ASC 810-10-55-1 which provides implementation guidance for rights held by a noncontrolling shareholder and states:

Examples of how to assess individual
noncontrolling rights facilitate the understanding of how to assess whether the rights of the noncontrolling shareholder or limited partner
should be considered protective or participating and, if participating, whether the rights are substantive. An assessment is relevant
for determining whether noncontrolling rights overcome the presumption of control by the majority shareholder or limited partner with
a majority of kick-out rights through voting interests in an entity under the General Subsections of this Subtopic. Although the following
examples illustrate the assessment of participating rights or protective rights, the evaluation should consider all of the factors identified
in paragraph 810-10-25-13 to determine whether the noncontrolling rights, individually or in the aggregate, provide for the holders of
those rights to effectively participate in certain significant financial and operating decisions that are made in the ordinary course
of business:

 a. The rights of the noncontrolling shareholder or limited partner relating to the approval of acquisitions
and dispositions of assets that are expected to be undertaken in the ordinary course of business may be substantive participating righ