Item 1 Comment:
Explanatory Note
This Amendment No.2 ("Amendment No.2") to Schedule 13D relates to the shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Falcon's Beyond Global, Inc., a Delaware corporation (the "Issuer") and amends and supplements the initial statement on Schedule 13D filed by Katmandu Ventures, LLC ("Katmandu") on February 13, 2024 and Amendment No. 1 to Schedule 13D filed by Katmandu on June 18, 2024 (together, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D. |
| | Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On January 28, 2026, Katmandu disposed of 1,753,524 shares of Class A Common Stock to a third party at $6.25 per share. |
| (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, (a) Katmandu may be deemed to beneficially own 15,716, 097 shares of Class A Common Stock issuable on a one-for-one basis upon redemption of Common Units and an equal number of paired shares of Class B Common Stock, representing 24.23% of the outstanding shares of Class A Common Stock, as calculated pursuant to Rule 13d-3 of the Exchange Act, as amended, and (b) Ms. Markey may be deemed to beneficially own 15,716,097 shares of Class A Common Stock beneficially owned by Katmandu issuable on a one-for-one basis upon redemption of Common Units and an equal number of paired shares of Class B Common Stock, and 16,363 shares of Class A Common Stock directly held, representing 24.25% 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.
Katmandu has the right to cause Falcon's LLC to redeem its Common Units, in whole or in part, for an equal number of shares of Class A Common Stock or cash (at the Issuer's option) and the corresponding shares of Class B Common Stock will be canceled, as described in the Issuer's Prospectus filed with the SEC on December 12, 2023 pursuant to Rule 424(b)(3) (File No. 333-275243) (the "Prospectus"), and subject to limitations set forth in the A&R Operating Agreement (as defined below). Shares of Class B Common Stock of the Issuer have no economic rights and each share of Class B Common Stock entitles its holder to 1 vote per share.
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, adjusted to reflect the 15,716, 097 shares of Class A Common Stock that may be received upon redemption of Common Units. This amount does not include [X] shares of Class A Common Stock issuable on a one-for-one basis upon redemption of Common Units and an equal number of paired shares of Class B Common Stock which are outstanding and held in escrow to be earned, released and delivered upon satisfaction of certain milestones set forth in the Earnout Escrow Agreement (together, the "Earnout Securities").
The filing of this statement on Schedule 13D shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, the beneficial owner of any shares of Class A Common Stock which may be received upon redemption of Common Units. Pursuant to Rule 13d-4, the Reporting Persons disclaim all such beneficial ownership. |
| (c) | Other than as set forth in Item 3 and as described in this Item 5(c), none of the Reporting Persons has effected any transaction in shares of Class A Common Stock during the past 60 days. As previously reported on a Form 4 filing on December 22, 2025, holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of the Issuer, have the right to cause Falcon's LLC to redeem such Common Units in whole or in part, for an equal number of shares of Class A Common Stock or cash (at the Issuer's option) and the corresponding shares of the Issuer's non-economic voting Class B common stock, par value $0.0001 per share ("Class B Common Stock"), will be canceled, as described in the Issuer's Registration Statement on Form S-4 (File No. 333-269778) (the "Registration Statement"). On December 18, 2025, Katmandu effected the redemption of 350,000 shares of its Common Units, resulting in the delivery of an equal number of shares of Class A Common Stock and the cancellation of the corresponding shares of Class B Common Stock. In addition, as previously reported on a Form 4 filing on January 14, 2026, on January 12, 2026, Katmandu disposed of 691,563 shares of its Class A Common Stock to a third party at $7.23 per share. |
