4//SEC Filing
Infinite Acquisitions Partners LLC 4
Accession 0000950170-25-004452
CIK 0001937987other
Filed
Jan 9, 7:00 PM ET
Accepted
Jan 10, 8:37 PM ET
Size
22.1 KB
Accession
0000950170-25-004452
Insider Transaction Report
Form 4
Infinite Acquisitions Partners LLC
10% Owner
Transactions
- Conversion
Common Units of Falcon's Beyond Global, LLC
2025-01-08−792,734→ 24,150,368 total→ Class A Common Stock (660,612 underlying) - Conversion
Class A Common Stock
2025-01-08−1,300,000→ 23,643,102 total - Conversion
Class B Common Stock
2025-01-08−792,734→ 24,150,368 total - Conversion
Redemption Obligation (Obligation to Deliver)
2025-01-08−1,300,000→ 33,854,276 total→ Class A Common Stock (1,300,000 underlying) - Conversion
Redemption Obligation (Obligation to Deliver)
2025-01-08−660,612→ 7,485,833 total→ Class A Common Stock (660,612 underlying)
Erudite Cria, Inc.
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-01-08−1,300,000→ 23,643,102 total - Conversion
Redemption Obligation (Obligation to Deliver)
2025-01-08−1,300,000→ 33,854,276 total→ Class A Common Stock (1,300,000 underlying) - Conversion
Common Units of Falcon's Beyond Global, LLC
2025-01-08−792,734→ 24,150,368 total→ Class A Common Stock (660,612 underlying) - Conversion
Class B Common Stock
2025-01-08−792,734→ 24,150,368 total - Conversion
Redemption Obligation (Obligation to Deliver)
2025-01-08−660,612→ 7,485,833 total→ Class A Common Stock (660,612 underlying)
Footnotes (9)
- [F1]On January 8, 2025, Infinite Acquisitions Partners LLC ("Infinite Acquisitions") initiated the delivery of shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of Falcon's Beyond Global, Inc. (the "Issuer") to satisfy an obligation of Infinite Acquisitions to deliver shares of Class A Common Stock pursuant to obligations underlying certain redemption agreements entered into with former equityholders of Infinite Acquisitions prior to the Business Combination described in the Registration Statement on Form S-4 (File No. 333-269778) (the "Registration Statement").
- [F2]Includes 400,000 shares of Class A Common Stock that are subject to earnout (the "Class A Earnout Shares") and are being held in an escrow account for the benefit of Infinite Acquisitions. The Class A Earnout Shares will be released to Infinite Acquisitions, if at all, upon the satisfaction of certain milestones described in the Registration Statement. Infinite Acquisitions's right to receive the Class A Earnout Shares upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once the Class A Earnout Shares are earned, released and delivered from escrow to Infinite Acquisitions, such shares shall be subject to an additional 1-year lock-up pursuant to an agreement between Infinite Acquisitions and the Issuer.
- [F3]Represents securities held by Infinite Acquisitions. Infinite Acquisitions is controlled by its manager, Erudite Cria, Inc. ("Infinite Manager"). Investment and voting decisions at Infinite Manager with respect to the securities held by Infinite Acquisitions are made by the board of directors of Infinite Manager. Each director has one vote on all matters presented to the board of Infinite Manager, except that the chairman of the board of directors, Lucas Demerau, has two votes on all matters presented to the board of Infinite Manager. Therefore, no individual director of Infinite Manager is the beneficial owner, for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities held by Infinite Acquisitions. Each of Infinite Manager and the directors of Infinite Manager disclaim beneficial ownership over such securities except to the extent of their individual pecuniary interest therein.
- [F4]On January 8, 2025, Infinite Acquisitions initiated the delivery of 792,734 Common Units (as defined below) and an equal number of shares of the Issuer's non-economic voting Class B common stock, par value $0.0001 per share ("Class B Common Stock") to satisfy an obligation of Infinite Acquisitions to deliver shares of Class A Common Stock (or an equivalent number of Common Units and Class B Common Stock in lieu of Class A Common Stock) pursuant to obligations underlying certain redemption agreements entered into with former equityholders of Infinite Acquisitions prior to the Business Combination described in the Registration Statement.The redemption obligation decreased by 660,612 shares to account for an adjustment related to the Issuer's stock dividend effective as of December 17, 2024.
- [F5]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 Class B Common Stock will be canceled, as described in the Registration Statement.
- [F6]Includes (i) 5,118,439 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 6,031,929 Common Units and an equal number of shares of Class B Common Stock subject to an additional 1-year lock-up from the date such securities are earned, released and delivered from escrow to Infinite Acquisitions pursuant to an agreement between Infinite Acquisitions and the Issuer, and (iii) 13,000,000 Common Units and an equal number of shares of Class B Common Stock (the "Earnout Securities") which are being held in an escrow account, and which will be released to Infinite Acquisitions, if at all, upon the satisfaction of certain milestones described in the Registration Statement. Infinite Acquisitions' right to receive the Earnout Securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023.
- [F7]Represents an obligation of Infinite Acquisitions to deliver shares of Class A Common Stock pursuant to obligations underlying certain redemption agreements entered into with former equityholders of Infinite Acquisitions prior to the Business Combination described in the Registration Statement. The arrangement obligates Infinite Acquisitions to deliver up to 13,441,004 shares of Class A Common Stock and up to an additional 22,466,547 shares of Class A Common Stock, which may be acquired upon redemption by Infinite Acquisitions of an equal number of Common Units subject to satisfaction of certain milestones described in the Registration Statement, at certain redemption dates over a nine-year period beginning following the closing of the Business Combination. The number of shares of Class A Common Stock to be delivered at each payment date is to be reduced by up to 20% of the amount deliverable, subject to an implied minimum share price of $10.00 per share.
- [F8]The Common Units and the Class B Common Stock do not expire.
- [F9]Represents an obligation of Infinite Acquisitions to deliver shares of Class A Common Stock (or an equivalent number of Common Units and Class B Common Stock in lieu of Class A Common Stock) pursuant to obligations underlying certain redemption agreements entered into with former equityholders of Infinite Acquisitions prior to the Business Combination described in the Registration Statement. The arrangement obligates Infinite Acquisitions to deliver 8,433,392 shares of Class A Common Stock which may be acquired upon redemption by Infinite Acquisitions of an equal number of Common Units at certain redemption dates over a four-year period beginning following the closing of the Business Combination. In lieu of delivering Class A Common Stock, Infinite Acquisitions may elect to deliver an equivalent number of Common Units and Class B Common Stock.
Documents
Issuer
Falcon's Beyond Global, Inc.
CIK 0001937987
Entity typeother
IncorporatedNV
Related Parties
1- filerCIK 0001995580
Filing Metadata
- Form type
- 4
- Filed
- Jan 9, 7:00 PM ET
- Accepted
- Jan 10, 8:37 PM ET
- Size
- 22.1 KB