| | The securities reported herein as beneficially owned were acquired as follows:
1. 2,026,444 shares of Class A Common Stock were acquired in connection with the business combination transaction contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of January 31, 2023, as amended by Amendment No. 1 dated June 25, 2023, Amendment No. 2 dated July 7, 2023, and Amendment No. 3 dated September 1, 2023 (the "Merger Agreement"), by and among the Issuer, FAST Acquisition Corp. II, a Delaware corporation ("FAST II"), Falcon's Beyond Global, LLC, a Florida limited liability company that has since redomesticated as a Delaware limited liability company ("Falcon's LLC"), and Palm Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Issuer ("Merger Sub"), pursuant to which, among other things, Falcon's LLC combined with FAST II in a series of transactions (collectively, the "Business Combination") that resulted in the Issuer becoming a publicly traded company and controlling Falcon's LLC in an "Up-C" structure.
As a result of the Business Combination, on October 6, 2023, TC Trust received (i) 1,989,422 shares of Class A Common Stock in exchange for an equal number of limited liability common units of Falcon's LLC ("Common Units") and (ii) 40,725 shares of 8% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of the Issuer ("Series A Preferred Stock") in consideration for the cancellation of outstanding indebtedness in the amount of approximately $407,250 owed to TC Trust by Falcon's LLC. Such Series A Preferred Stock was convertible by the holder, and in certain circumstances by the Issuer, into a number of shares of Class A Common Stock at a conversion rate of 0.90909 shares of Class A Common Stock for each share of Series A Preferred Stock held. On November 6, 2023, pursuant to the terms of the Certificate of Designation of the Series A Preferred Stock ("Certificate of Designation"), all outstanding shares of Series A Preferred Stock automatically converted into shares of Class A Common Stock at a conversion rate of 0.90909 shares of Class A Common Stock for each share of Series A Preferred Stock in accordance with the Certificate of Designation. Cash was paid in lieu of fractional shares in accordance with the terms of the Series A Preferred Stock. As a result, TC Trust received an additional 37,022 shares of Class A Common Stock for the 40,725 shares of Series A Preferred Stock then held.
2. An additional 405,288 shares of Class A Common Stock were acquired in connection with the Issuer's stock dividend effective as of December 17, 2024, which paid TC Trust 0.2 shares of Class A Common Stock per share held. The acquisition of such shares was exempt under Rule 16a-9 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act").
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| (a) | The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As reported on the cover pages hereto, the Reporting Persons may each be deemed to beneficially own 2,431,732 shares of Class A Common Stock, representing 4.9% of the outstanding shares of Class A Common Stock, as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 49,135,017 shares of Class A Common Stock issued and outstanding as of the date of this filing. |
