SecProbe.io

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 Falcon's Beyond Global, Inc.
 1768 Park Center Drive
Orlando, FL 32835

 VIA EDGAR

 January 5, 2026

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Falcon's Beyond Global, Inc.

 Registration Statement on Form S-3

 File No. 333-292389

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of
1933, as amended, Falcon's Beyond Global, Inc. hereby respectfully requests that the effective date of the above-captioned Registration
Statement on Form S-3 (the "Registration Statement") be accelerated to, and that the Registration Statement
be declared effective at, 4:00 p.m. Eastern Time, on January 7, 2026, or as soon as practicable thereafter.

 Please
call Joel L. Rubinstein of White & Case LLP at (212) 819-7642 or Jonathan P. Rochwarger of White & Case LLP
at (212) 819-7643 to provide notice of the effectiveness of the Registration Statement.

 Very truly yours,

 /s/ Bruce Brown

 Bruce Brown
Chief Legal Officer & Corporate Secretary

 cc:
 Joel L. Rubinstein , White & Case LLP

 Jonathan P. Rochwarger, White & Case LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 29, 2025

Cecil D. Magpuri
Chief Executive Officer
Falcon's Beyond Global, Inc.
1768 Park Center Drive
Orlando, FL 32835

 Re: Falcon's Beyond Global, Inc.
 Registration Statement on Form S-3
 Filed December 22, 2025
 File No. 333-292389
Dear Cecil D. Magpuri:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rucha Pandit at 202-551-6022 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Maia Gez
</TEXT>
</DOCUMENT>

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 Falcon's Beyond Global, Inc.
 1768 Park Center Drive
Orlando, FL 32835

 VIA EDGAR

 December 10, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Falcon's Beyond Global, Inc.

 Registration Statement on Form S-3

 File No. 333-291986

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of
1933, as amended, Falcon's Beyond Global, Inc. hereby respectfully requests that the effective date of the above-captioned Registration
Statement on Form S-3 (the "Registration Statement") be accelerated to, and that the Registration Statement
be declared effective at, 4:00 p.m. Eastern Time, on December 12, 2025, or as soon as practicable thereafter.

 Please call
Joel L. Rubenstein of White & Case LLP at (212) 819-7642 or Jonathan P. Rochwarger of White & Case LLP at (212)
819-7643 to provide notice of the effectiveness of the Registration Statement.

 Very truly yours,

 /s/ Cecil D. Magpuri

 Cecil D. Magpuri,
Chief Executive Officer

 cc: Joel L. Rubenstein ,
White & Case LLP

 Jonathan P. Rochwarger , White & Case LLP

February 6, 2025
Cecil Magpuri
Chief Executive Officer
Falcon's Beyond Global, Inc.
1768 Park Center Drive
Orlando, FL 32835
Re:Falcon's Beyond Global, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed April 29, 2024
File No. 1-41833
Dear Cecil Magpuri:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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January 29, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Tony Watson

    Adam Phippen

    Office of Trade & Services

    Re:
    Falcon’s Beyond Global, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2023

    Filed April 29, 2024

    File No. 001-41833

Dear Mr. Watson and Mr. Phippen:

This letter responds to comments
received in a letter from the Staff (the "Staff") of the Securities and Exchange Commission (the “Commission”),
dated December 30, 2024 (the “Comment Letter”) to Falcon’s Beyond Global, Inc. (the "Company") related to
the Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”).

For your convenience, we have
set forth below the Staff’s comments followed by the Company’s responses thereto.

Form 10-K for the Fiscal Year Ended December 31, 2023

Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 74

 1. We note your adjustment for credit loss exposure in
your calculation of Adjusted EBITDA. Please tell us how you determined that excluding these expenses does not substitute an individually
tailored recognition and measurement method for those of GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance
and Disclosure Interpretations.

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that the adjustment for credit loss exposure specifically relates to an increase in the credit
loss reserve on accounts receivable from the Sierra Parima joint venture. As disclosed in Note 8. Investments and advances to equity method
investments on page F-24 and Note 11. Related party transactions on page F-33 of the Annual Report, in 2023 Sierra Parima began to wind
down operations at Katmandu Park which resulted in a full impairment of the equity method investment, an impairment of the Katmandu Park
fixed assets and a full credit loss reserve adjustment on account receivable balances related to Sierra Parima. The Company considered
Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (“C&DI”) and does not believe
that it is tailoring the recognition or measurement principles required to be applied in accordance with GAAP in our Adjusted EBITDA calculation,
but rather excluding the impacts of the impairment of our Sierra Parima joint venture to provide an understanding of our ongoing core
performance. The Company further considered C&DI Question 100.01 to assess whether these adjustments would reflect normal, recurring
operating expenses. In considering C&DI Question 100.01, we considered that the impairment of Sierra Parima resulted from the closure
of Katmandu Park due to various financial, operational, and infrastructure challenges, which we do not believe are normal or recurring
nor reflective of future operations. Further, we have not previously experienced similar material impairments or write-offs of balances
relating to our investments and we did not have any further impairments or write-offs in the current year. Therefore, we believe that
the adjustment is not misleading under the guidance in C&DI Question 100.01 or 100.4. The Company will clarify in its December 31,
2024 Form 10-K that the credit loss exposure adjustment relates to the closure of Sierra Parima’s Katmandu Park.

Consolidated Statements of Operations and
Comprehensive Loss, page F-4

 2. Please tell us your consideration of the guidance in ASC 805-40-45-3 through 805-40-45-5

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that the Company considered the accounting for the merger of Falcon’s Beyond Global,
LLC (“Predecessor”) with FAST Acquisition Corp. II (“FAST II”) and the Company (“PubCo”) on October
5, 2023, including the scope of ASC 805-40 and the appropriate financial statement presentation for the transaction. This merger was accounted
for as a reverse recapitalization because FAST II did not qualify as a business under Accounting Standards Codification (“ASC”)
805-10-55-3A and its assets were primarily comprised of cash and investments, while PubCo was a newly formed entity with no assets or
operations. As a result, the merger was treated as the equivalent of the Predecessor issuing stock for the net assets of FAST II, accompanied
by a recapitalization with PubCo. ASC 805-40-15-2 states that the “guidance in this Subtopic applies to business combinations
[added for emphasis] that are reverse acquisitions.” Accordingly, we determined that ASC 805-40 does not apply to this transaction
as it is not accounted for as a business combination.

In considering the presentation in the
statement of operations, including the presentation of earnings per share, we also considered whether the guidance in ASC 260-10-55-12,
which requires retroactive application of a stock split or stock dividend in calculating earnings per share, would be applicable. However,
in connection with the transaction, the Company effectuated an “UP-C” structure whereby the legacy members’ equity of
the Predecessor is not directly exchanged for the legal capital of the Company, but rather remains outstanding as Non-Controlling Interest.
The Predecessor’s legacy equity holders received Class B common stock, which provided voting rights but no direct economic rights
in the Company. As the merger does not result in an exchange of interests in the Predecessor for similar economic interests in the Company,
we concluded that this transaction is not akin to a stock split nor would it be relevant to retroactively reflect the Predecessor’s
historical equity as legal capital of PubCo. Instead, the Company reclassified the Predecessor’s members’ equity, along with
the acquired net assets of FAST II, to Non-Controlling Interest and other equity accounts at the time of the merger and only presented
Net Loss per Share on a prospective basis. The Company is not presenting Net Loss per share prior to the merger because it does not believe
such disclosure is required nor meaningful. ASC 260-10-15-2 requires earnings per share to be presented by all entities that have issued
common stock or potential common stock if those securities trade in a public market. However, both before and after the merger, the common
units held by the Predecessor are not traded in a public market and as described above, were not exchanged for economic interests in the
Company. Due to the significant changes in the equity structure at the time of the merger, any earnings per share calculation prior to
the merger would not be meaningful to investors given the legacy equity of the Predecessor represents Non-Controlling Interests in the
Company and therefore does not result in income attributable to the Company in the numerator of Net Loss per share following the merger.

Consolidated
Statements of Stockholders’ Equity (Deficit)/Members’ Equity, page F-6

 3. Please tell us your consideration of the guidance in ASC 805-40-45-1 and ASC 805-40-45-2.

The Company acknowledges the Staff’s
comment and as explained in further detail in the response to comment #2, the Company concluded that the guidance in ASC 805-40-45-1 and
45-2 is not applicable because the merger is not a reverse business combination. The Company also considered the guidance in ASC 505-10-S99-4
for which changes in capital structure due to stock splits are given retroactive effect in the balance sheet. However, consistent with
our analysis in comment #2, the reverse recapitalization transaction is not akin to a stock split because the legal equity of the Predecessor
is not exchanged for similar economic interests in the Company and remains outstanding as Non-Controlling Interests. Accordingly, the
Company did not identify any guidance requiring retroactive treatment in the balance. Therefore, the Company has accounted for the changes
in capitalization prospectively whereby the Predecessor’s members’ equity is reclassified to Non-Controlling Interests, and
new legal capital issued by the Company to FAST Act II shareholders is reflected at the time of issuance.

Note
21. Share-Based Compensation, page F-42

 4. As of the latest balance sheet date presented, please disclose the total compensation cost related
to nonvested awards not yet recognized. Refer to ASC 718-10-50-2i.

The Company acknowledges the Staff’s
comments and will disclose the total compensation cost related to nonvested awards not yet recognized in the financial statements included
in the December 31, 2024 Form 10-K and thereafter. As of December 31, 2023 the amount not yet recognized relating to nonvested awards
was $11.4 million, of which $4.5 million relates to compensation cost for RSU’s granted to Falcon’s Creative Group, LLC (“FCG”)
employees. The Company respectfully advises the staff that the disclosure in the consolidated financial statements included the material
information needed to determine this amount including the number of awards granted and not yet vested (939,330), the grant date of the
awards (December 21, 2023), the fair value of the awards granted on the date of grant (the closing price of the Company’s stock
as of the grant date), and the stock-based compensation expense recognized for the year ended December 31, 2023 (less than $0.1 million).
As a result, the Company believes that all material information relating to the awards granted but not vested as of December 31, 2023,
was included in the disclosure within the consolidated financial statements.

    2

Please
call Joel Rubinstein of White & Case LLP at (212) 819-2505 or Marie Elena Angulo of White & Case LLP
at (305) 995-5263 if you have any questions regarding the responses contained in this letter.

    Sincerely,

    /s/ Cecil D. Magpuri

    Cecil D. Magpuri, Chief Executive Officer

    cc:
    Joel Rubinstein, White & Case LLP

    Marie Elena Angulo, White & Case LLP

3

December 30, 2024
Scott Demerau
Executive Chairman and Director
Falcon's Beyond Global, Inc.
1768 Park Center Drive
Orlando, FL 32835
Re:Falcon's Beyond Global, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-41833
Dear Scott Demerau:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 74
1.We note your adjustment for credit loss exposure in your calculation of Adjusted
EBITDA. Please tell us how you determined that excluding these expenses does not
substitute an individually tailored recognition and measurement method for those of
GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance
and Disclosure Interpretations.
Consolidated Statements of Operations and Comprehensive Loss, page F-4
2.Please tell us your consideration of the guidance in ASC 805-40-45-3 through 805-40-
45-5.

December 30, 2024
Page 2
Consolidated Statements of Stockholders' Equity (Deficit)/Members' Equity, page F-6
3.Please tell us your consideration of the guidance in ASC 805-40-45-1 and ASC 805-
40-45-2.
Note 21. Share-Based Compensation, page F-42
4.As of the latest balance sheet date presented, please disclose the total compensation
cost related to nonvested awards not yet recognized. Refer to ASC 718-10-50-2i.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Falcon’s Beyond
Global, Inc.

6996 Piazza Grande Avenue,
Suite 301

Orlando, FL 32835

December 8, 2023

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3233

    Re:
    Falcon’s Beyond Global, Inc.

    Registration Statement on Form S-1

    File No. 333-275243

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of
1933, as amended, Falcon’s Beyond Global, Inc. hereby respectfully requests that the effective date of the above-captioned Registration
Statement on Form S-1, as amended (the “Registration Statement”) be accelerated to, and that the Registration
Statement be declared effective at, 4:00 p.m. Eastern Time, on December 12, 2023, or as soon as practicable thereafter.

Please
call Jonathan P. Rochwarger of White & Case LLP at (212) 819-7643 or Marie Elena Angulo of White & Case LLP at (305) 995-5263 to
provide notice of the effectiveness of the Registration Statement.

    Very truly yours,

    By:
    /s/ Cecil D. Magpuri

    Name:
    Cecil D. Magpuri

    Title:
    Chief Executive Officer

    cc:

    Jonathan P. Rochwarger, White & Case LLP

    Marie Elena Angulo, White & Case LLP

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    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

United States securities and exchange commission logo
November 17, 2023
Cecil D. Magpuri
Chief Executive Officer
Falcon's Beyond Global, Inc.
6996 Piazza Grande Avenue, Suite 301
Orlando, FL 32835
Re:Falcon's Beyond Global, Inc.
Registration Statement on Form S-1
Filed November 1, 2023
File No. 333-275243
Dear Cecil D. Magpuri:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
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.
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

 FirstName LastNameCecil D. Magpuri
 Comapany NameFalcon's Beyond Global, Inc.
 November 17, 2023 Page 2
 FirstName LastName
Cecil D. Magpuri
Falcon's Beyond Global, Inc.
November 17, 2023
Page 2
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).
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.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Falcon’s Beyond
Global, Inc.

6996 Piazza Grande Avenue,
Suite 301

Orlando, FL 32835

September 13, 2023

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3233

    Re:
    Falcon’s Beyond Global, Inc.

    Registration Statement on Form S-4

    File No. 333-269778

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended,
Falcon’s Beyond Global, Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement
on Form S-4, as amended (the “Registration Statement”) be accelerated to, and that the Registration Statement
be declared effective at, 4:00 p.m. Eastern Time, on September 15, 2023, or as soon as practicable thereafter.

Please call Joel Rubinstein
of White & Case LLP at (212) 819-2505 or Marie Elena Angulo of White & Case LLP at (305) 995-5263 to
provide notice of the effectiveness of the Registration Statement.

    Very truly yours,

    By:
    /s/ Cecil D. Magpuri

    Name:

    Cecil D. Magpuri

    Title:
    Chief Executive Officer

    cc:
    Joel Rubinstein, White & Case LLP

Marie Elena Angulo, White & Case LLP

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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

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.

CORRESP
1
filename1.htm

    September
    1, 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. 3 to Registration Statement on Form S-4

Filed
August 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
August 23, 2023 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4, filed
on August 14, 2023 (the “Registration Statement”).

The
Company has filed via EDGAR Amendment No. 4 to the Registration Statement (“Amendment No. 4”), 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. 4. Capitalized terms used but not defined herein have the meanings set
forth in Amendment No. 4.

Amendment
No. 4 to Registration Statement on Form S-4 filed on September 1, 2023

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.

Response:
As discussed with the Staff, the Company has revised the disclosure on pages 25 and 26 of Amendment No. 4 so as to clarify what the QIC
Priority Commitment is and how it may impact the Company’s business.

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 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 855-1050.

Response:
The Company respectfully advises the Staff that it has revised the Unaudited Pro Forma Condensed Combined Financial Information included
on pages 22 and 83 to 90 to give effect to the impact of the Strategic Investment and Subscription Agreement with QIC, and the subsequent
events note on page F-148 of the unaudited consolidated financial statements of the Company for the six months ended June 30, 2023 and
2022.

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).

Response:
As discussed with the Staff, the Company has revised the disclosure on the cover page and pages 206, 244 and 262 of Amendment No. 4 to
include additional information about the Company Talent Incentive Program.

*
* *

Please
do not hesitate to contact Joel Rubinstein (212) 819-7642 or James Hu (212) 819-2505 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.

Jonathan
Rochwarger, Marie Elena Angulo, White & Case LLP

Stefan
G. de Pozsgay, Evan M. D’Amico, Gibson, Dunn & Crutcher LLP

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.

CORRESP
1
filename1.htm

    August 14, 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. 2 to Registration Statement on
Form S-4

Filed June 28, 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
July 10, 2023 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4, filed
on June 28, 2023 (the “Registration Statement”).

The Company has filed via
EDGAR Amendment No. 3 to the Registration Statement (“Amendment No. 3”), 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. 3. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 3.

Amendment No. 3 to Registration Statement on Form S-4 filed on
August 14, 2023

Cover Page

 1. We note you have removed the disclosure regarding the ownership of the post-combination company. Please revise to include this
disclosure on your cover page.

Response: The Company has revised
the disclosure on the cover page of Amendment No. 3 to address the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial
Information

Description of the Business Combination,
page 76

 2. Your disclosure on page 78 indicates that on June 23, 2023, the Company entered into an amendment to
the credit agreement with Infinite Acquisition pursuant to which (i) Pubco joined as a party to the Credit Agreement, (ii) Infinite Acquisitions
agreed to transfer, in its sole discretion, all or a portion of the amounts due to Infinite Acquisitions under the Credit Agreement to
Infinite Acquisition’s equity holders (the “Debt Transfer(s),” all such transferred debt the “Transferred Debt”
and each equity holder the “Debt Transferee”), and (iii) Pubco, the Company and Infinite Acquisitions agreed that each Debt
Transferee shall have the right to cause Pubco to exchange such Debt Transferee’s Transferred Debt for shares of Pubco Series A
Preferred Stock at the Acquisition Merger Closing. We further note that you have not given effect to the exchange of the Transferred Debt
for Pubco Series A Preferred Stock as the exchange is contingent upon action of the Debt Transferees. Given that your planned merger is
structured in such a manner that significantly different results may occur, please provide additional pro forma presentations which give
effect to the exchange of the Transferred Debt for the Pubco Series A Preferred Stock or explain why you do not believe this is required.
Refer to the guidance in Rule 11-02(a)(10) of Regulation S-X.

Response: The Company advises the Staff that it has revised its pro
forma financial statements to include footnote 4(t) on page 91 and footnote (kk) on page 92 of Amendment No. 3 to adjust for the expected
exchange of the Transferred Debt for Pubco Series A Preferred Stock at the Acquisition Merger Closing, and provided a sensitivity analysis
of key financial statement line items in alternative exchange scenarios on pages 78-79 of Amendment No. 3.

Note 4. Adjustments to Unaudited Pro Forma
Condensed Combined Financial Information Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page
89

 3. We read your response to comment 4 and note the revisions to your disclosure; however, the 51,126,844 shares of Pubco stock to
be issued for the Company units as disclosed in footnote (m) still does not agree to the number disclosed in Note 11 to FAST Acquisition
Corp II audited financial statements of 48,587,077 on page F-28. Please reconcile and revise these disclosures.

Response: The Company
advises the Staff that the 48,587,077 shares of Pubco common stock referred to in FAST Acquisition Corp. II’s (“FAST
II”) audited financial statements do not reflect the June 2023 recapitalization of the Company and exclude the $80 million
of Company Financing. Assuming $80 million of Company Financing, the number of shares of Pubco common stock issued will increase by
8,000,000, for a total consideration of 56,587,077 shares of Pubco common stock.

As a result of the June 2023 recapitalization,
5,460,233 shares of those 8,000,000 additional shares will be issued to the holder of Company Financing Units and the remaining 2,539,767
of those 8,000,000 additional shares will be issued to the holders of Company Units. Accordingly, post-recapitalization and assuming $80
million of Company Financing, 56,587,077 shares of Pubco common stock will be issued, of which (i) 5,460,233 will be issued to the holder
of Company Financing Units and (ii) 51,126,844 (48,587,077 plus 2,539,767) will be issued to the holders of Company Units. The Company
advises the Staff that Note 11 to FAST II’s audited financial statements on page F-28 of Amendment No. 3 has been revised to change
the reference to “excluding Falcon Financing Units” to “assuming no Company Financing” to further clarify that
the 48,587,077 assumed there was no Company Financing.

    2

Background of the Business Combination,
page 97

 4. We note your disclosure on pages 104-106 regarding the “Strategic Investment.” Please revise to clarify the status of
this financing and whether you expect it to be finalized prior to the consummation of the business combination.

Response: The Company
advises the Staff that the Strategic Investment was completed on July 27, 2023. The Company has revised the disclosure on pages
24-25, 204 and 241 of Amendment No. 3 to reflect the completion of the Strategic Investment and the Exhibit Index to include the
Subscription Agreement entered into by Falcon’s Creative Group, LLC, a wholly-owned subsidiary of the Company
(“FCG”) and QIC Delaware, Inc., an affiliate of the Qiddiya Investment Company, in connection with the Strategic
Investment, and the amended and restated limited liability company agreement of FCG (the “LLCA”). The Company has
included the Subscription Agreement in this Amendment No. 3 and will include the LLCA in its next amendment to the Registration
Statement.

The Company further advises the
Staff that the parties are in the process of renegotiating certain provisions of the LLCA. As such, the Company has not reflected
the Strategic Investment in the pro forma financial statements. The Company will finalize the accounting treatment of the Strategic
Investment once such renegotiations are completed, and any required changes resulting from such renegotiations will be reflected in
the next amendment to the Registration Statement.

Sources and Uses, page 157

 5. We read your response to comment 8 and note your revised disclosure. However, it is not clear why the amounts in these tables do
not agree to the pro forma financial information and we re-issue our comment in its entirety:

 ● Please
                                            reconcile pro forma existing net debt reflected in the estimated sources and uses tables
                                            to the amounts reflected on the pro forma balance sheet.

 ● Please
                                            reconcile the amount of estimated transaction expenses reflected in these tables to the transaction
                                            expenses disclosed in footnote 4(c) on pages 87 and 88 of the registration statement.

 ● Please
                                            reconcile the cash to balance sheet amounts under the no redemption and maximum redemption
                                            scenarios to the amounts reflected in the pro forma balance sheet.

 ● Please
                                            explain why your sources of funds on page 157 lists private placement proceeds of $80 million
                                            while footnote 4(e) on page 88
                                            indicates proceeds of $60 million.

Response: The Company has revised
the disclosure on pages 82 and 161 of Amendment No. 3 to address the Staff’s comment. In addition, the Company respectfully
submits the reconciliation tables set forth below to show the calculations for each of Cash in Trust Account & Unrestricted FAST II
Balance Sheet Cash, Pro Forma Existing Net Debt, and Estimated Transaction Expenses, in each of the “no redemptions” and “maximum
redemptions” scenarios. Each line items shown in the reconciliation tables ties to a discrete line item of the same amount in the
pro forma balance sheet on page 82. The cash to balance sheet amount shown in the sources and uses tables is reflective of the overall
transaction, and therefore includes the entire $80 million private placement. However, $58.2 million of the private placement was funded
as of the March 31, 2023 date of the pro forma balance sheet, so the pro forma balance sheet reflects only an additional $21.8 million
of private placement proceeds. The cash to balance sheet in the sources and uses tables consists of total sources less the other uses,
as set forth below in the relevant reconciliation tables. The Note references in the reconciliation tables refer to the relevant notes to the pro forma balance sheet in Amendment No. 3.

    3

    No Redemption Scenario

    Cash in Trust Account & Unrestricted FAST II Balance Sheet Cash

    ($ in thousands)

    FAST II Cash and cash equivalents

    $ 675

    FAST II Investments held in Trust Account

      73,615

    Financing Adjustments Investments held in Trust Account
    Note 3
      1,000

    Total

    $ 75,290

    Pro Forma Existing Net Debt

    ($ in thousands)

    Company Cash and cash equivalents

    $ (1,551 )

    Company Current portion of long-term debt

      8,478

    Company Long-term debt, net of current portion

      24,665

    Financing Adjustments Cash and cash equivalents – Revolving Credit Facility
    Note 3
      (5,959 )

    Financing Adjustments Long-term debt, net of current portion – Revolving Credit Facility
    Note 3
      5,959

    Debt before Debt-to-Equity Conversion

      20,000

    Total

    $ 51,592

    Estimated Transaction Expenses

    ($ in thousands)

    Cash expenses Payable to Jefferies at close
    Note 4(b)
    $ 4,000

    Company cash transactions expenses at close
    Note 4(c)
      18,980

    FAST II cash transactions expenses at close
    Note 4(c)
      7,827

    Expected repayment of FAST II working capital loan
    Note 4(d)
      1,100

    Total

    $ 31,907

    Cash to Balance Sheet

    ($ in thousands)

    Total Sources

    $ 692,753

    (–) Pubco Common Stock issued to Company Unitholders

      (485,871 )

    (–) Estimated Transaction Expenses

      (31,907 )

    (–) Pro Forma Net Debt

      (31,592 )

    (–) Debt-to-Equity Conversion

      (20,000 )

    Total Cash to Balance Sheet

    $ 123,383

    Maximum Redemption Scenario

    Cash in Trust Account & Unrestricted FAST II Balance Sheet Cash

    ($ in thousands)

    FAST II Cash and cash equivalents

    $ 675

    FAST II Investments held in Trust Account

      73,615

    Financing Adjustments Investments held in Trust Account
    Note 3
      1,000

    Transaction Adjustments Investments held in Trust Account
    Note 4(q)
      (73,525 )

    Total

    $ 1,765

    Pro Forma Existing Net Debt

    ($ in thousands)

    Company Cash and cash equivalents

    $ (1,551 )

    Company Current portion of long-term debt

      8,478

    Company Long-term debt, net of current portion

      24,665

    Financing Adjustments Cash and cash equivalents – Revolving Credit Facility
    Note 3
      (5,959 )

    Financing Adjustments Long-term debt, net of current portion – Revolving Credit Facility
    Note 3
      5,959

    Debt before Debt-to-Equity Conversion

      20,000

    Total

    $ 51,592

    Estimated Transaction Expenses

    ($ in thousands)

    Cash expenses Payable to Jefferies at close
    Note 4(b)
    $ 4,000

    Company cash transactions expenses at close
    Note 4(c)
      18,980

    FAST II cash transactions expenses at close
    Note 4(c)
      7,827

    Expected repayment of FAST II working capital loan
    Note 4(d)
      1,100

    Reduction of cash expenses Payable to Jefferies at close
    Note 4(b)
      (2,000 )

    Reduction of Company cash transactions expenses at close
    Note 4(c)
      (4,000 )

    Reduction of FAST II cash transactions expenses at close
    Note 4(c)
      (1,750 )

    Total

    $ 24,157

    Cash to Balance Sheet

    ($ in thousands)

    Total Sources

    $ 619,228

    (–) Pubco Common Stock issued to Company Unitholders

      (485,871 )

    (–) Estimated Transaction Expenses

      (24,157 )

    (–) Pro Forma Net Debt

      (31,592 )

    (–) Debt-to-Equity Conversion

      (20,000 )

    Total Cash to Balance Sheet

    $ 57,608

    4

General

 6. We note you have removed disclosure throughout your filing
that Infinite Acquisitions will be the controlling shareholder of the post-combination company. Please revise to include such disclosure,
or tell us why it is no longer applicable.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that following the consummation of the Business Combination, Infinite Acquisitions
LLLP (“Infinite Acquisitions”) will be a significant shareholder of the Company as disclosed on page 279 of Amendment
No. 3. However, it will not hold more than 50% of the voting power for the election of the Company’s directors, and it will not
receive any additional or special rights in the Company other than the voting of its shares. As part of Amendment No. 2 to the Registration
Statement, the Company had deleted the references to Infinite Acquisitions being the controlling shareholder formerly appearing on the
prospectus cover page and pages 17, 20, 21, 76, 82, 155, and 225 of Amendment No. 1 to the Registration Statement (“Amendment
No. 1”) in order to align the disclosure throughout the Registration Statement with the beneficial ownership of securities table
appearing on pages 258-259 of Amendment No. 1, which reflected a percentage of voting power of Infinite Acquisitions of 44.81% in the
“no redemptions” scenario and 47.69% in the “maximum redemptions” scenario. In this Amendment No. 3, Infinite
Acquisitions’ percentage of voting power remains below 50% in both the “no redemptions” and “maximum redemptions”
scenarios. Accordingly, Infinite Acquisitions will be a significant shareholder, but not a controlling shareholder of the Company holding
over 50% of the voting power.

* * *

    5

Please do not hesitate to
contact Joel Rubinstein (212) 819-7642 or James Hu (212) 819-2505 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.

Jonathan Rochwarger, Marie Elena Angulo, White & Case
LLP

Stefan G. de Pozsgay, Evan M. D’Amico, Gibson,
Dunn & Crutcher LLP

6

United States securities and exchange commission logo
July 10, 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. 2 to Registration Statement on Form S-4
Filed June 28, 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 30, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Cover Page
1.We note you have removed the disclosure regarding the ownership of the post-
combination company.  Please revise to include this disclosure on your cover page.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 76
2.Your disclosure on page 78 indicates that on June 23, 2023, the Company entered into an
amendment to the credit agreement with Infinite Acquisition pursuant to which (i) Pubco
joined as a party to the Credit Agreement, (ii) Infinite Acquisitions agreed to transfer, in
its sole discretion, all or a portion of the amounts due to Infinite Acquisitions under the

 FirstName LastNameCecil Magpuri
 Comapany NameFalcon's Beyond Global, Inc.
 July 10, 2023 Page 2
 FirstName LastNameCecil Magpuri
Falcon's Beyond Global, Inc.
July 10, 2023
Page 2
Credit Agreement to Infinite Acquisition’s equity holders (the “Debt Transfer(s),” all such
transferred debt the “Transferred Debt” and each equity holder the “Debt Transferee”),
and (iii) Pubco, the Company and Infinite Acquisitions agreed that each Debt Transferee
shall have the right to cause Pubco to exchange such Debt Transferee’s Transferred Debt
for shares of Pubco Series A Preferred Stock at the Acquisition Merger Closing.  We
further note that you have not given effect to the exchange of the Transferred Debt for
Pubco Series A Preferred Stock as the exchange is contingent upon action of the Debt
Transferees.  Given that your planned merger is structured in such a manner that
significantly different results may occur, please provide additional pro forma presentations
which give effect to the exchange of the Transferred Debt for the Pubco Series A
Preferred Stock or explain why you do not believe this is required.  Refer to the guidance
in Rule 11-02(a)(10) of Regulation S-X.
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 89
3.We read your response to comment 4 and note the revisions to your disclosure; however,
the 51,126,844 shares of Pubco stock to be issued for the Company units as disclosed in
footnote (m) still does not agree to the number disclosed in Note 11 to FAST Acquisition
Corp II audited financial statements of 48,587,077 on page F-28.  Please reconcile and
revise these disclosures.
Background of the Business Combination, page 97
4.We note your disclosure on pages 104-106 regarding the "Strategic Investment."  Please
revise to clarify the status of this financing and whether you expect it to be finalized prior
to the consummation of the business combination.
Sources and Uses, page 157
5.We read your response to comment 8 and note your revised disclosure. However, it is not
clear why the amounts in these tables do not agree to the pro forma financial information
and we re-issue our comment in its entirety:
•Please reconcile pro forma existing net debt reflected in the estimated sources and
uses tables to the amounts reflected on the pro forma balance sheet.
•Please reconcile the amount of estimated transaction expenses reflected in these
tables to the transaction expenses disclosed in footnote 4(c) on pages 87 and 88 of the
registration statement.
•Please reconcile the cash to balance sheet amounts under the no redemption and
maximum redemption scenarios to the amounts reflected in the pro forma balance
sheet.
•Please explain why your sources of funds on page 157 lists private placement
proceeds of $80 million while footnote 4(e) on page 88 indicates proceeds of $60
million.

 FirstName LastNameCecil Magpuri
 Comapany NameFalcon's Beyond Global, Inc.
 July 10, 2023 Page 3
 FirstName LastName
Cecil Magpuri
Falcon's Beyond Global, Inc.
July 10, 2023
Page 3
General
6.We note you have removed disclosure throughout your filing that Infinite Acquisitions
will be the controlling shareholder of the post-combination company. Please revise to
include such disclosure, or tell us why it is no longer applicable.
            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.

CORRESP
1
filename1.htm

    June 28, 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. 1 to Registration Statement on
Form S-4

Filed May 15, 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
May 30, 2023 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4, filed
on May 15, 2023 (the “Registration Statement”).

The Company has filed via
EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”), 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. 2. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2.

Amendment No. 2 to Registration Statement on Form S-4 filed on
June 28, 2023

 Q: IS THE BUSINESS COMBINATION SUBJECT
TO A MINIMUM CASH CONDITION?, page xvii

 1. We note your disclosure that “following the waiver or expiration of the Company Member Lock-Up
Period, each Company Unitholder will have the option to cause the Company to redeem its New Company Units in whole or in part.” We
also note that on March 10, 2023, FAST II filed an amendment to its charter to remove the limitation that it shall not consummate a business
combination if it would cause its net tangible assets to be less than $5,000,001 and the limitation that the Company shall not redeem
public shares that would cause the Company’s net tangible assets to be less than $5,000,001. Please revise your disclosure here
and in the related risk factor to address the fact that each of these factors may further reduce the capitalization of the post-combination
company.

Response: The Company has revised the disclosure
on pages xviii and 66 of Amendment No. 2 to address the Staff’s comment.

Risk Factors, page 23

 2. Please include risk factor disclosure addressing the removal of the $5,000,001 net tangible asset limitation
and any related risk of exchange delisting and the consequences to the business combination. Explain the impact of “penny stock”
status if such delisting occurs.

Response: The Company has added the risk
factor on page 70 of Amendment No. 2 to address the Staff’s comment.

If the Business Combination is consummated,
FAST II’s stockholders will experience dilution, page 64

 3. We note your response to comment 14 and reissue our comment. 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, particularly
with respect to price and economic rights.

Response: As discussed with the Staff,
the business combination will result in Pubco having an “Up-C” structure. Accordingly, there will be no economic dilution
to the holders of shares of Pubco Class A Common Stock when a holder of a share of Pubco Class B Common Stock elects to exchange its share
of Class B Common Stock (along with the common unit (“New Company Unit”) in Falcon’s Beyond Global, LLC (“FBG”)
with which it is paired) for a share of Pubco Class A Common Stock (an “Up-C Share Exchange”). Following an Up-C Share
Exchange, public stockholders will own through Pubco the exact same percentage of FBG as they owned before such exchange.

The Up-C structure is a two-tiered structure which
is designed and operated to maintain a one-to-one economic equivalence between the shares of capital stock of Pubco, the first tier entity,
and the units of FBG, the second tier entity. The only asset of Pubco will be its equity interest in FBG (held via the New Company Units
and Preferred Units it holds in FBG) which it will hold alongside other holders of units of FBG. FBG will, directly or indirectly, hold
all of the assets and operations of the business. Pubco will hold (i) a number of New Company Units of FBG equal to the number of issued
and outstanding shares of Pubco Class A Common Stock and (ii) a number of Preferred Units of FBG equal to the number of issued and outstanding
shares of Pubco Series A Preferred Stock.

As a result, when a holder of a share of Pubco
Class B Common Stock and a New Company Unit (which will be paired together on a one-to-one basis) effects an Up-C Share Exchange, Pubco
will receive an additional New Company Unit, and the New Company Unit held by the exchanging holder will be canceled, which will result
in Pubco having a greater percentage ownership of FBG than before the Up-C Share Exchange. Accordingly, even though there will be more
shares of Pubco Class A Common Stock outstanding and, as a result, each holder of Pubco Class A Common Stock will own a lesser percentage
of Pubco, Pubco will own a greater percentage of FBG, with the net effect being that each holder of Pubco Class A Common Stock will have
the exact same indirect equity interest in FBG (which, as noted above, will be the only asset of Pubco) before and after the Up-C Share
Exchange.

Unaudited Pro Forma Statements of Operations

4. Adjustments to Unaudited Pro Forma Condensed
Combined Financial Information Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 85

 4. We read your responses to comments 17 and 18 and the revisions to your disclosure in footnotes 4(j)
and 4(l). Please further revise the footnotes to include the conversion and exchange ratios used from the agreements. Please also consider
providing a reconciliation of the totals in the footnotes to the adjustments in the pro forma financial statements. In addition, the 51,903,359
shares of Pubco stock to be issued for the 88,623,263 Company units as disclosed in footnote (l) does not agree to the number disclosed
in Note 11 to FAST Acquisition Corp II audited financial statements of 48,587,077 on page F-27. Please reconcile and revise these disclosures.

Response: The Company has revised footnotes
4(j) and 4(m) on pages 88 and 89 of Amendment No. 2 to address the Staff’s comment.

 5. Refer to footnote (c) – Your disclosure indicates that $16.9 million and $11.7 million were capitalized
and offset against the proceeds from the Business Combination and reflected as a decrease in additional paid-in-capital assuming no redemptions
and maximum redemptions, respectively. Please explain the nature and amounts of these costs and explain why you believe it is appropriate
to reflect them as a decrease in paid-in-capital rather than as expenses and adjustments to accumulated deficit in the pro forma financial
information.

Response: The Company respectfully advises
the Staff that these costs substantially relate to financial advisory and legal costs incurred by the Company that are direct and incremental
to the business combination. As the business combination will be treated as a reverse recapitalization with the Company determined to
be the accounting acquirer, the Company allocated these direct and incremental costs to the respective instruments issued or assumed in
the business combination on a relative fair value basis, including the shares of FAST II Class A Common Stock, FAST II Public Warrants,
FAST II Private Placement Warrants and Earnout Shares issued to the Sponsor. Costs allocated to the equity classified shares of FAST II
Class A Common Stock are recognized as a decrease in additional paid-in-capital, while costs allocated to liability classified FAST II
Public Warrants, FAST II Private Placement Warrants and Earnout Shares issued to the Sponsor are recognized as an adjustment to accumulated
deficit.

    2

 6. Your disclosure on page 226 under the heading “Subscription Agreement” indicates that in
connection with the May 10, 2023 subsequent subscription agreement with Infinite Acquisitions, you expect to issue financing units and
receive an additional private placement amount, which approximates $20 million prior to or substantially concurrently with the closing
of the merger transaction. Please explain why you have not reflected a pro forma adjustment for this additional private placement amount
in your pro forma balance sheet on pages 79 and 80 of your filing.

Response: The Company respectfully advises
the Staff that the additional private placement amount of $20 million expected to be issued under the subsequent subscription agreement
with Infinite Acquisitions LLLP was included in the adjustment in footnote 4(e) in the pro forma balance sheet. In response to the Staff’s
comment, the Company has revised footnote 4(e) on page 88 of Amendment No. 2 to clarify that the additional private placement amount is
included in the pro forma balance sheet.

 7. Refer to footnote (hh) – We note the disclosures added to footnote (hh) in response to comment
22 but are still unclear as to how this pro forma adjustment was calculated based on the assumptions disclosed. Please supplementally
provide us with your computation of this pro forma adjustment in the amount of $1,427.

Response: The Company has revised the pro
forma adjustment for preferred stock dividend and revised footnote 4(hh) on pages 84 and 90 of Amendment No. 2, respectively, to address
the Staff’s comment. The Company respectfully advises the Staff that the adjustment for preferred stock dividend on the Pubco Series
A Preferred Stock, which assumes no redemptions, is calculated by multiplying the dividend rate of 8% by the par value of the Pubco Series
A Preferred Stock of $35,677,550, resulting in a preferred stock dividend of $2,854,204.

Sources and Uses, page 154

 8. We read your response to comment 30 and note your revisions to the tables. It appears the amounts we
previously referenced still do not agree to the amounts reflected on the pro forma balance sheet on pages 79 and 80.

 ● Please reconcile pro forma existing net debt
reflected in the estimated sources and uses tables to the amounts reflected on the pro forma balance sheet.

 ● Also, please reconcile the amount of estimated
transaction expenses reflected in these tables to the transaction expenses disclosed in footnote 4(c) on pages 84 and 85 of the registration
statement.

 ● Lastly, please reconcile the cash to balance
sheet amounts under the no redemption and maximum redemption scenarios to the amounts reflected in the pro forma balance sheet.

Response: The Company has revised the disclosure
on pages 87 and 88 of Amendment No. 2 to address the Staff’s comment.

Material U.S. Federal Income Tax Considerations

Effects of the SPAC Merger on U.S. Holders, page 165

 9. We note the form of tax opinion filed as exhibit 8.1 refers to the filing for its opinion on the U.S.
federal income tax consequences to U.S. Holders. Accordingly, please revise this section of the filing to state that it is the opinion
of counsel that (i) U.S. Holders should not recognize gain or loss in respect of their FAST II Class A Common Stock or FAST II Warrants
as a result of the SPAC Merger and (ii) the SPAC Merger should be treated as if FAST II (A) transferred all of its assets and liabilities
to Pubco in exchange for all of the outstanding stock and warrants of Pubco and then (B) distributed the stock and warrants of Pubco to
the shareholders and warrant holders of FAST II in liquidation of FAST II.

Response: The Company has revised the disclosure
on page 168 of Amendment No. 2 to address the Staff’s comment.

    3

Recent Developments

Business Combination and Public Company
Costs, page 224

 10. Your disclosure on page 225 which indicates that you expect to incur direct incremental transaction
costs of $39.4 million and $35.1 million assuming no redemptions and maximum redemptions, respectively, is inconsistent with the disclosure
in footnote (c) on page 84 of your pro forma financial information. Please reconcile and revise these disclosures to eliminate the inconsistency.

Response: The Company has revised the disclosure
on page 229 of Amendment No. 2 to address the Staff’s comment.

Equity Method Investments, page 227

 11. Please revise the title of the line item in the table reflecting results of operations for material
equity method investments from “income (loss) from continued operations” to “income (loss) from operations” consistent
with the financial statement presentation.

Response: The Company has revised the disclosure
on page 232 of Amendment No. 2 to address the Staff’s comment.

Index to Financial Statements, page F-1

 12. Please include audited financial statements for the registrant, Falcon’s Beyond Global, Inc or explain
why you do not believe they are required. If they have been in existence less than a year and have not yet commenced operations, you may
instead include an audited balance sheet as of date within 135 days of the filing date. Refer to the guidance in Rule 3-01 of Regulation
S-X.

Response: The Company has included audited
financial statements for Falcon’s Beyond Global, Inc. in Amendment No. 2 to address the Staff’s comment.

Exhibits

 13. We note your response to comment 37. Please file your agreements with Sierra Parima and Saudi Entertainment
Ventures (SEVEN), or tell us why you are not required to do so.

Response: The Company has revised the disclosure
on pages 221 and 222 of Amendment No. 2 to describe its arrangements with Saudi Entertainment Ventures (“SEVEN”). As
disclosed on page 221 of Amendment No. 2, since 2021, the Company has been engaged by SEVEN to provide schematic design consultancy services
and character design for various projects. The Company has entered into three consultancy agreement with SEVEN for its services, none
of which individually would necessitate filing under Item 601(b)(10) of Regulation S-K, as they were each entered into in the ordinary
course of business. The Company believes that its relationship with SEVEN provides the potential for continued collaboration and engagement
with respect to the SEVEN projects in the future, but that if any of the current agreements (each of which is cancellable by either party
upon 15 days’ notice) were terminated, those revenue streams could be replaced with revenue streams from other projects and clients.
The Company respectfully advises the Staff that, although SEVEN is an important client, that fact alone does not equate to the Company’s
business being “substantially dependent” under Item 601(b)(10)(ii)(B) on any of the individual agreements it has with SEVEN.

The Company has revised the Exhibit Index on pages
II-2 and II-3 of Amendment No. II to include the service agreements with Sierra Parima.

    4

General

 14. Where you refer to a “no redemptions” scenario throughout your filing, please revise to clarify
that this presentation assumes no additional redemptions by the holders of FAST II’s shares.

Response: The Company has revised the disclosure
throughout Amendment No. 2 to address the Staff’s comment.

 15. We note that the updated projections FAST II’s Board relied upon in conducting their valuation analysis
assumed the Company’s revenue for the second half of 2022 would be $33 million, yet you disclose that the Company’s actual revenue for
the year ended December 31, 2022 was $16 million. Given the disparity between actual and projected revenue, please tell us whether management
expects the results for future periods to differ materially from the projections, and des

United States securities and exchange commission logo
May 30, 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. 1 to Registration Statement on Form S-4
Filed May 15, 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.  Unless we note
otherwise, our references to prior comments are to comments in our March 13, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Q: IS THE BUSINESS COMBINATION SUBJECT TO A MINIMUM CASH CONDITION?,
page xvii
1.We note your disclosure that "following the waiver or expiration of the Company Member
Lock-Up Period, each Company Unitholder will have the option to cause the Company to
redeem its New Company Units in whole or in part."  We also note that on March 10,
2023, FAST II filed an amendment to its charter to remove the limitation that it shall not
consummate a business combination if it would cause its net tangible assets to be less than
$5,000,001 and the limitation that the Company shall not redeem public shares that would
cause the Company’s net tangible assets to be less than $5,000,001.  Please revise your
disclosure here and in the related risk factor to address the fact that each of these factors

 FirstName LastNameCecil Magpuri
 Comapany NameFalcon's Beyond Global, Inc.
 May 30, 2023 Page 2
 FirstName LastNameCecil Magpuri
Falcon's Beyond Global, Inc.
May 30, 2023
Page 2
may further reduce the capitalization of the post-combination company.
Risk Factors, page 23
2.Please include risk factor disclosure addressing the removal of the $5,000,001 net
tangible asset limitation and any related risk of exchange delisting and the consequences
to the business combination.  Explain the impact of “penny stock” status if such delisting
occurs.
If the Business Combination is consummated, FAST II's stockholders will experience dilution,
page 64
3.We note your response to comment 14 and reissue our comment.  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, particularly with respect to
price and economic rights.
Unaudited Pro Forma Statements of Operations
4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 85
4.We read your responses to comments 17 and 18 and the revisions to your disclosure in
footnotes 4(j) and 4(l).  Please further revise the footnotes to include the conversion and
exchange ratios used from the agreements.  Please also consider providing a reconciliation
of the totals in the footnotes to the adjustments in the pro forma financial statements.  In
addition, the 51,903,359 shares of Pubco stock to be issued for the 88,623,263 Company
units as disclosed in footnote (l) does not agree to the number disclosed in Note 11 to
FAST Acquisition Corp II audited financial statements of 48,587,077 on page F-27.
Please reconcile and revise these disclosures.
5.Refer to footnote (c) – Your disclosure indicates that $16.9 million and $11.7 million were
capitalized and offset against the proceeds from the Business Combination and reflected
as a decrease in additional paid-in-capital assuming no redemptions and maximum
redemptions, respectively.  Please explain the nature and amounts of these costs and
explain why you believe it is appropriate to reflect them as a decrease in paid-in-capital
rather than as expenses and adjustments to accumulated deficit in the pro forma financial
information.
6.Your disclosure on page 226 under the heading "Subscription Agreement" indicates that
in connection with the May 10, 2023 subsequent subscription agreement with Infinite
Acquisitions, you expect to issue financing units and receive an additional private
placement amount, which approximates $20 million prior to or substantially concurrently
with the closing of the merger transaction.  Please explain why you have not reflected a
pro forma adjustment for this additional private placement amount in your pro forma
balance sheet on pages 79 and 80 of your filing.

 FirstName LastNameCecil Magpuri
 Comapany NameFalcon's Beyond Global, Inc.
 May 30, 2023 Page 3
 FirstName LastNameCecil Magpuri
Falcon's Beyond Global, Inc.
May 30, 2023
Page 3
7.Refer to footnote (hh) – We note the disclosures added to footnote (hh) in response to
comment 22 but are still unclear as to how this pro forma adjustment was calculated based
on the assumptions disclosed.  Please supplementally provide us with your computation of
this pro forma adjustment in the amount of $1,427.
Sources and Uses, page 154
8.We read your response to comment 30 and note your revisions to the tables.  It appears the
amounts we previously referenced still do not agree to the amounts reflected on the pro
forma balance sheet on pages 79 and 80.
•Please reconcile pro forma existing net debt reflected in the estimated sources and
uses tables to the amounts reflected on the pro forma balance sheet.
•Also, please reconcile the amount of estimated transaction expenses reflected in these
tables to the transaction expenses disclosed in footnote 4(c) on pages 84 and 85 of the
registration statement.
•Lastly, please reconcile the cash to balance sheet amounts under the no redemption
and maximum redemption scenarios to the amounts reflected in the pro forma
balance sheet.
Material U.S. Federal Income Tax Considerations
Effects of the SPAC Merger on U.S. Holders, page 165
9.We note the the form of tax opinion filed as exhibit 8.1 refers to the filing for its opinion
on the U.S. federal income tax consequences to U.S. Holders.  Accordingly, please revise
this section of the filing to state that it is the opinion of counsel that (i) U.S. Holders
should not recognize gain or loss in respect of their FAST II Class A Common Stock or
FAST II Warrants as a result of the SPAC Merger and (ii) the SPAC Merger should be
treated as if FAST II (A) transferred all of its assets and liabilities to Pubco in exchange
for all of the outstanding stock and warrants of Pubco and then (B) distributed the stock
and warrants of Pubco to the shareholders and warrant holders of FAST II in liquidation
of FAST II.
Recent Developments
Business Combination and Public Company Costs, page 224
10.Your disclosure on page 225 which indicates that you expect to incur direct incremental
transaction costs of $39.4  million and $35.1 million assuming no redemptions and
maximum redemptions, respectively, is inconsistent with the disclosure in footnote (c) on
page 84 of your pro forma financial information.  Please reconcile and revise these
disclosures to eliminate the inconsistency.
Equity Method Investments, page 227
11.Please revise the title of the line item in the table reflecting results of operations for
material equity method investments from “income (loss) from continued operations” to

 FirstName LastNameCecil Magpuri
 Comapany NameFalcon's Beyond Global, Inc.
 May 30, 2023 Page 4
 FirstName LastName
Cecil Magpuri
Falcon's Beyond Global, Inc.
May 30, 2023
Page 4
“income (loss) from operations” consistent with the financial statement presentation.
Index to Financial Statements, page F-1
12.Please include audited financial statements for the registrant, Falcon's Beyond Global, Inc
or explain why you do not believe they are required.  If they have been in existence less
than a year and have not yet commenced operations, you may instead include an audited
balance sheet as of date within 135 days of the filing date.  Refer to the guidance in Rule
3-01 of Regulation S-X.
Exhibits
13.We note your response to comment 37.  Please file your agreements with Sierra Parima
and Saudi Entertainment Ventures (SEVEN), or tell us why you are not required to do so.
General
14.Where you refer to a "no redemptions" scenario throughout your filing, please revise to
clarify that this presentation assumes no additional redemptions by the holders of FAST
II’s shares.
15.We note that the updated projections FAST II's Board relied upon in conducting their
valuation analysis assumed the Company's revenue for the second half of 2022 would be
$33 million, yet you disclose that the Company's actual revenue for the year ended
December 31, 2022 was $16 million.  Given the disparity between actual and projected
revenue, please tell us whether management expects the results for future periods to differ
materially from the projections, and describe what consideration the Board gave to
obtaining updated projections or a lack of reliance upon the projections.  Further, please
amend your disclosure in this section to discuss whether the 2022 actual results have
altered the Board's consideration and decision to recommend the business combination
and explain why the board is still recommending the transaction if results materially differ
from these projections.
            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.

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

United States securities and exchange commission logo
March 13, 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.
Registration Statement on Form S-4
February 14, 2023
File No. 333-269778
Dear Cecil Magpuri:
            We have reviewed your 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.
Registration Statement on Form S-4 Filed February 14, 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.
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

 FirstName LastNameCecil Magpuri
 Comapany NameFalcon's Beyond Global, Inc.
 March 13, 2023 Page 2
 FirstName LastName
Cecil Magpuri
Falcon's Beyond Global, Inc.
March 13, 2023
Page 2
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.
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.
4.Please revise to include a discussion of the Company Financing, including the amounts
received under the Subscription Agreement to date.
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.
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.
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.
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.
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.

 FirstName LastNameCecil Magpuri
 Comapany NameFalcon's Beyond Global, Inc.
 March 13, 2023 Page 3
 FirstName LastName
Cecil Magpuri
Falcon's Beyond Global, Inc.
March 13, 2023
Page 3
Questions and Answers, page xii
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.
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.
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.
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.
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.
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 satisfaction of
certain milestones related to the volume weighted average closing sale price of shares of

 FirstName LastNameCecil Magpuri
 Comapany NameFalcon's Beyond Global, Inc.
 March 13, 2023 Page 4
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Falcon's Beyond Global, Inc.
March 13, 2023
Page 4
Pubco Class A Common Stock, the EBITDA of Pubco, and the gross revenue of Pubco, as
applicable during the Earnout Period, which is the five-year period beginning on the one-
year anniversary of the Acquisition Merger and ending on the six-year anniversary of the
Acquisition Merger.  Please disclose your planned accounting treatment for the earnout
shares subsequent to their issuance.
Unaudited Pro Forma Statements of Operations , page 79
16.Please revise to disclose FAST II’s basic and diluted earnings per share and the related
weighted average shares used to compute basic and diluted earnings per share for each
period presented in the pro forma statements of operations.
4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 84
17.Refer to footnote 4(h) - Please clearly explain in footnote (h) how the number of shares of
Pubco Class A common stock and Pubco Series A Preferred stock issued to the holders of
27,402,238 shares of FAST II’s Class A common stock were calculated or determined
based on the exchange ratios in the merger agreement.
18.Refer to footnote 4(j) - Please explain in footnote (j) how the number of shares to be
issued to reflect the recapitalization of the Company’s member’s equity of 54,976,758
shares of Pubco Class B stock assuming no redemptions, and 55,698,761 shares of Pubco
Class B stock assuming maximum redemptions, were calculated or determined pursuant to
the terms of the merger agreement.
19.Refer to footnote 4(k) - Please explain how the number of Seller Earnout shares to be
issued to the holders of the Company Units, the Sponsor and Jeffries LLC under both the
no redemption and maximum redemption scenarios were determined pursuant to the
merger agreement.  Also, please explain why no pro forma adjustments for the liabilities
associated with the issuance of these shares have been reflected in the pro forma balance
sheet.  If the accounting for these earnout shares is incomplete at this time, please revise to
include the disclosures outlined in Rule 11-02(a)(11)(ii)(B) of Regulation S-X.
20.Refer to footnote 4(o) - Please explain in footnote (o) how you determined the amount of
the adjustment to derivative warrant liabilities and additional paid in capital to reflect the
forfeiture of 2,148,913 Sponsor Redemption Forfeited Warrants, assuming maximum
redemptions.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements
of Operations, page 86
21.Refer to footnote 4(dd) - Please explain why no adjustment to reflect the fair value of the
seller earnout shares has been reflected in the pro forma statement of operations for the
year ended December 31, 2021.  If the accounting for these earnout shares is incomplete at

 FirstName LastNameCecil Magpuri
 Comapany NameFalcon's Beyond Global, Inc.
 March 13, 2023 Page 5
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Falcon's Beyond Global, Inc.
March 13, 2023
Page 5
this time, please revise to include the disclosures outlined in Rule 11-02(a)(11)(ii)(B) of
Regulation S-X.
22.Refer to footnote 4(gg) - Please revise to disclose the significant assumptions used to
calculate the pro forma adjustment for preferred stock dividends, assuming no
redemptions.  Your revised disclosure should indicate the amount of the preferred stock
and related dividend rate used to compute the adjustment and should also explain why
there are no dividends reflected under the maximum redemption scenario.
23.Refer to footnote 4 (hh) - Please explain how you calculated or determined the pro forma
adjustment to eliminate the change in fair value associated with the 2,148,913 Sponsor
Redemption Forfeited Warrants, assuming maximum redemptions.
Background of the Business Combination, page 93
24.We note your disclosure that Jefferies performed additional services after the IPO,
including as a financial advisor and capital markets advisor, and part of the IPO
underwriting fee was deferred and conditioned on completion of a business combination.
Please quantify the aggregate fees payable to Jefferies that are contingent on completion
of the business combination.
25.Please elaborate on the negotiation of any material terms relating to the ancillary
agreements that occurred between June 8, 2022 and July 11, 2022 that you reference on
page 97.  If no material terms were negotiated, so state.
26.We note your disclosure that the term sheet executed on April 21, 2022 contemplated a
third-party financing of $250 million, which was reduced on May 6, 2022 to $100 million,
and again on July 8, 2022 to $60 million.  We also note references to an interim financing
and that Jefferies was engaged as a capital markets advisor.  Please revise to clarify
whether the "interim financing" is a reference to the Company Financing, or whether it
refers to an additional funding source.  Also revise your disclosure to include more detail
regarding the negotiations relating to such third-party financing, including any discussions
about the need to obtain additional financing for the combined company, how the parties
decided on the amount, and a description of any marketing processes undertaken to date
(e.g., identification of potential investors and how the terms of the financing transaction
may be determined).
27.We note your disclosure that the Company provided the Updated Opinion projections to
"reflect the anticipated delay in the Closing of the Business Combination, the availability
of the proceeds of the Business Combination equal to approximately 65% of FAST II’s
Trust Fund and $60 million in Private Placement Investment Amount, and other updates
to the Company’s initial business plan." We also note your disclosure that in January
2023, the Company provided FAST II with an updated operating model and revised
projections that resulted in a downward adjustment to the merger consideration.  Please
elaborate on these developments, including the reasons for the delay in the closing of the
Business Combination, the updates to the Company's business plan, and the driving

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 March 13, 2023 Page 6
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March 13, 2023
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factors behind the updated projections.
Financing of the Business Combination, page 119
28.Your disclosure on page 119 indicates that as of December 31, 2022, Infinite Acquisitions
has been issued 5,820,900 Company Financing Units for aggregate consideration of $58.2
million, including a portion of which related to a debt to equity conversion of $20,000,000
for 2,000,000 Financing Units.  Please explain why this $58.2 million differs from the
amounts reflected in footnote 4(e) to the pro forma balance sheet on page 85.
Certain Projected Financial Information, page 140
29.We note your disclosure on page 142 that investors are cautioned not to rely on such
financial information in making a decision regarding the business combination proposal.
Please remove such disclaimer, or revise to state that investors should not place undue
reliance on the projections.
Sources and Uses, page 150
30.Please explain why the pro forma existing net debt reflected in the estimated sources and
uses tables on pages 150 and 151 are inconsistent with the amounts reflected in the pro
forma balance sheet on pages 77 and 78.  Also please explain why the amount of
estimated transaction expenses reflected in these tables of $45 million is inconsistent with
the transaction expenses disclosed in footnote 4(c) on pages 84 and 85 of the registration
statement.  In addition, please explain why the cash to balance sheet under the no
redemption and maximum redemption scenarios of $238.5 million and $15 million
respectively, are inconsistent with the amounts reflected in the pro forma balance sheet on
page 77.  Please advise or revise as appropriate.
Information About the Company, page 189
31.We note your disclosure that at Falcon's Central locations, guests "will have the
opportunity to enjoy these gaming properties beyond their visit through availability of
consumer products, including apparel, merchandise, electronics and NFTs," and that your
consumer merchandise roadmap within FBB also includes "NFTs."  Please revise to
provide a materially complete description of these NFTs, such as identifying who will
create and sell them, what rights and benefits will be associated with them, includin