Falcon’s Beyond Global, Inc. has filed a Rule 424(b)(3) prospectus registering up to 109,823,517 shares of Class A common stock for resale by existing holders. The amount equals 295.0 % of the 37,231,505 Class A shares outstanding on 16 June 2025, or 90.7 % of total Class A and Class B shares combined, creating the potential for substantial market overhang. All proceeds, if any, will go to selling securityholders; the Company will not receive funds from these sales.
The shares originate from multiple sources: (i) conversions of Falcon’s Opco Units originally issued at an average cost of $0.35 per unit, (ii) redemption of additional Opco Units held by Infinite Acquisitions, CilMar Ventures and Katmandu Ventures, (iii) Earnout Units/Shares issued at $10.00 per share that may become eligible for release from escrow, (iv) transfers related to indebtedness settlements and service consideration, and (v) future deliveries tied to founder and strategic-partner redemption obligations. All figures incorporate the 17 Dec 2024 stock dividend.
Falcon’s Beyond will bear registration expenses, while selling holders will pay any selling commissions. Securities may be sold publicly or privately at market or negotiated prices once the shelf is effective. The prospectus highlights risk that large-scale resales—or expectations thereof—could heighten volatility and “cause a significant decline” in FBYD’s market price, potentially hampering the Company’s ability to raise additional equity.
The Class A shares and warrants trade on Nasdaq under tickers FBYD and FBYDW. On 16 June 2025, the stock closed at $5.27 and the warrants at $0.50. Falcon’s Beyond remains an emerging growth company and smaller reporting company, qualifying for scaled disclosure obligations.