SecProbe.io

CORRESP
1
filename1.htm

    November 29, 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: Kate Beukenkamp and Donald Field

    Re:

    Falcon’s Beyond Global, Inc.

Registration Statement on Form S-1

Filed November 1, 2023

File No. 333-275243

Dear Ms. Beukenkamp and Mr. Field:

On behalf of our client, Falcon’s
Beyond Global, Inc., a Delaware corporation (the “Company”), 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 November 17, 2023 (the “Comment
Letter”), with respect to the above-referenced Registration Statement on Form S-1, filed on November 1, 2023 (the “Registration
Statement”).

The Company has filed via
EDGAR Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”), 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 the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set
forth in the Amended Registration Statement.

Amendment No. 1 to Registration Statement on Form S-1 filed on
November 28, 2023

Cover Page

 1. We note your discussion here and in your Risk Factors section
disclosing that despite a potential decline in the public trading price of your securities, “some of the selling securityholders
may still experience a positive rate of return on the securities they purchased due to the price at which such selling securityholder
initially purchased the securities.” We also note the examples provided to illustrate the rate of return based on the current trading
price in relation to the purchase price of certain securities by certain selling securityholders. Please disclose the potential profit
all groups of selling securityholders will earn based on the current trading price. In this regard, we note that the current trading
price appears to be higher than the purchase price for all selling securityholders.

Response: The Company has
revised the disclosure on the cover page and pages 8 to 11 and 13 of the Amended Registration Statement to address the Staff’s comment.

 2. We note the significant number of redemptions of your
Class A Common Stock in connection with your Business Combination and the various extensions of the expiration of the period in which
the company had to consummate the Business Combination and that the shares being registered for resale will constitute a considerable
percentage of your public float. Please revise your disclosure here and where appropriate to disclose the amount of shares being registered
as a percentage of your public float. In this regard, we note that you have disclosed the percentage in comparison to the number of shares
outstanding (not in comparison to your public float).

Response: The Company has revised the disclosure on the cover page and pages
8, 11, 107 and 130 of the Amended Registration Statement to address the Staff’s comment.

Risk Factors

Risks Related to this Offering by the Selling Securityholders

Sales of a substantial number of our securities in the public
market..., page 9

 3. Please revise this risk factor to disclose the percentages
that these shares currently represent of the total number of shares outstanding and of your public float. We note your disclosure on
the cover page, for example, stating that the selling securityholders can sell, under this prospectus approximately 97% of your outstanding
shares of common stock, 34% of your outstanding warrants and 220% of your outstanding Series A Preferred Stock.

Response: The Company has revised the disclosure on page 11 of the Amended Registration
Statement to address the Staff’s comment.

Management’s Discussion and Analysis of Financial Condition...

Overview of the Company, page 103

 4. Please expand your discussion here to reflect the fact
that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact
the market price of the company’s common stock. Your discussion should highlight the fact that CilMar Ventures, LLC, FAST Sponsor
II, LLC, Infinite Acquisitions Partners LLC and Katmandu Ventures, LLC will be able to sell all of their shares for so long as the registration
statement of which this prospectus forms a part is available for use.

Response: The Company has revised the disclosure on the cover page and pages
11, 107 and 162 of the Amended Registration Statement to address the Staff’s comment.

* * *

    2

Please do not hesitate to
contact Joel L. Rubinstein (212) 819-7642 or Jonathan P. Rochwarger (212) 819-7643 of White & Case LLP with any questions or comments
regarding this letter.

    Sincerely,

    /s/ White & Case LLP

    cc:
    Cecil D. Magpuri, Chief Executive Officer, Falcon’s Beyond Global, Inc.

Joanne Merrill, Chief Financial Officer, Falcon’s Beyond
Global, Inc.

Marie Elena Angulo, White & Case LLP

3