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Falcon's Beyond 13D/A Shows Insider Delivery of 9.8M Shares, Still Majority Control

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Infinite Acquisitions Partners LLC and its affiliate Erudite Cria, Inc. filed Amendment No. 4 to their Schedule 13D on Falcon's Beyond Global, Inc. Class A common stock. The two entities jointly report beneficial ownership of 26,067,927 shares, equal to 53.88 % of the outstanding Class A shares under Rule 13d-3.

The reported stake is composed of:

  • 14,517,559 currently outstanding Class A shares
  • 400,000 Class A Earnout Shares
  • 11,150,368 Class A shares issuable upon redemption of an equal number of Falcon’s LLC Common Units (with corresponding Class B shares cancelled)

Recent share activity disclosed:

  • 3 Jul 2025: disposition of 100,000 Class A shares to Infinite shareholders
  • 3 Jul 2025: initiation of delivery of 1,700,000 Class A shares to satisfy pre-Business Combination redemption agreements
  • 8 Jul 2025: delivery of 7,969,309 Class A shares under Strategic Partners Redemption Obligations
After these transfers, the reporting persons continue to hold a majority position. They disclaim beneficial ownership of any earn-out shares or shares issuable upon unit redemption that have not yet been earned or exercised.

No financial performance data or valuation metrics are included in this filing; the document strictly updates ownership information and related footnotes.

Positive

  • Majority ownership clarified: Filing confirms insiders still control 53.88 % of Class A stock, providing transparency on governance structure.

Negative

  • Large insider share dispositions: Transfer of 9.769 M Class A shares in early July 2025 signals dilution of insider stake and potential secondary supply.
  • Significant contingent shares outstanding: 13 M additional earn-out units could further dilute common stock if performance hurdles are met.

Insights

TL;DR: Majority holder trims stake by ~9.8 M shares, still controls 53.9 % of Falcon's Beyond Global.

The amendment confirms that Infinite Acquisitions and Erudite Cria remain dominant shareholders after transferring 9.769 M shares on 3 & 8 July 2025. Their post-transaction stake comprises 26.07 M shares, including 11.15 M issuable upon unit redemption and 0.4 M earn-out shares. Because they still exceed 50 %, governance influence remains intact. The lack of price, valuation or lock-up detail limits immediate cash-flow conclusions. Overall impact on free-float liquidity is moderate; approximately 9.8 M additional shares have moved to other holders, potentially raising float once any resale restrictions lapse.

TL;DR: Control concentration persists; recent share deliveries slightly dilute insider dominance.

Despite recent dispositions, Infinite Acquisitions retains a controlling 53.88 % voting interest, preserving board and strategic control. The amendment clarifies that Class B shares carry voting rights but no economics and will be cancelled upon unit redemption, aligning economic and voting interests over time. Shareholders should note the large block of 13 M additional earn-out units not yet earned; if conditions are met, the insiders’ economic stake could expand further without separate 13D revision. Deliveries tied to pre-merger redemption obligations reduce potential overhang from contingent liabilities but also suggest continuing contractual payouts. From a governance standpoint, minority investors still face a single-holder control environment.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
The 26,067,927 shares beneficially owned represents (i) 14,517,559 shares of Class A Common Stock of the Issuer, (ii) 400,000 Earnout Shares (as defined in Item 3 of this Schedule 13D) (in the form of Class A Common Stock) and (iii) 11,150,368 shares of Class A Common Stock issuable upon the redemption of an equal number of Common Units of Falcon's Beyond Global, LLC ("Falcon's LLC"). Does not include an additional 13,000,000 shares of Class A Common Stock issuable upon the redemption of an equal number of Common Units that were issued as Earnout Units (as defined in Item 3 of this Schedule 13D) which have not yet been earned. The beneficial ownership percentage was calculated on the basis of Rule 13d-3 of the Exchange Act. See Item 5.


SCHEDULE 13D




Comment for Type of Reporting Person:
The 26,067,927 shares beneficially owned represents (i) 14,517,559 shares of Class A Common Stock of the Issuer, (ii) 400,000 Earnout Shares (as defined in Item 3 of this Schedule 13D) (in the form of Class A Common Stock) and (iii) 11,150,368 shares of Class A Common Stock issuable upon the redemption of an equal number of Common Units of Falcon's Beyond Global, LLC ("Falcon's LLC"). Does not include an additional 13,000,000 shares of Class A Common Stock issuable upon the redemption of an equal number of Common Units that were issued as Earnout Units (as defined in Item 3 of this Schedule 13D) which have not yet been earned. The beneficial ownership percentage was calculated on the basis of Rule 13d-3 of the Exchange Act. See Item 5.


SCHEDULE 13D


Infinite Acquisitions Partners LLC
Signature:/s/ Lucas Demerau
Name/Title:Lucas Demerau, President
Date:07/11/2025
Erudite Cria, Inc.
Signature:/s/ Lucas Demerau
Name/Title:Lucas Demerau, President
Date:07/11/2025

FAQ

How many Falcon's Beyond (FBYDW) Class A shares do Infinite Acquisitions and Erudite Cria own after Amendment No. 4?

They report beneficial ownership of 26,067,927 shares, equal to 53.88 % of the Class A common stock.

What transactions triggered the July 2025 Schedule 13D/A filing?

Dispositions on 3 Jul 2025 (100 k shares + initiation of 1.7 M share delivery) and 8 Jul 2025 (7.969 M share delivery) required the amendment.

What is included in the 26.07 million shares reported?

It comprises 14.52 M outstanding shares, 0.4 M earn-out shares, and 11.15 M shares issuable upon redemption of Falcon’s LLC units.

Do the reporting persons hold voting control over Falcon's Beyond Global?

Yes. At 53.88 % of Class A shares (plus Class B voting rights), they maintain effective majority voting power.

Are there additional shares that could increase insider ownership?

Yes, 13 M earn-out units could convert into Class A shares if performance conditions are achieved, adding future dilution.
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