SCHEDULE: Falcon's Beyond Global: Share Transfer and Ownership Update

Falcon's Beyond Global, Inc. reports an amendment to its Schedule 13D, detailing a transfer of 2,200,000 shares and clarifying beneficial ownership, which includes locked-up and escrowed shares.

Summary

• This filing is an amendment (Amendment No. 8) to a Schedule 13D for Falcon's Beyond Global, Inc., updating information regarding beneficial ownership of Class A common stock.
• Infinite Acquisitions Partners LLC and Erudite Cria, Inc. are the reporting persons.
• The reporting persons collectively beneficially own 13,113,249 shares of Class A Common Stock, representing approximately 26.71% of the outstanding shares.
• This ownership includes 12,713,249 directly held shares, 150,000 shares received on December 12, 2025, subject to a 1-year lockup, and 250,000 shares held in escrow.
• The filing clarifies that certain shares are excluded from current beneficial ownership calculations, including those issuable upon redemption of earned and unearned earnout units, and shares issuable upon conversion of Series B Cumulative Convertible Preferred Stock.
• On September 28, 2026, 2,200,000 shares of Class A Common Stock were transferred to satisfy Founder Series Redemption Obligations.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the disclosure of significant share transfers and potential dilution, despite the reporting of a substantial beneficial ownership percentage.

Positives

• The reporting persons maintain a significant beneficial ownership stake of 26.71% in Falcon's Beyond Global, Inc.
• A portion of the reported shares (150,000) were earned upon satisfaction of certain targets.
• The Series B Preferred Stock has a potential conversion mechanism tied to a $10.00 share price, indicating a potential future increase in common stock if performance targets are met.

Negatives

• A substantial transfer of 2,200,000 shares of Class A Common Stock occurred on September 28, 2026, to satisfy redemption obligations.
• A significant number of shares are subject to lock-up periods (150,000 shares until December 12, 2026, and 4,875,000 earned earnout shares until December 12, 2026).
• A large number of shares (8,125,000) are subject to unearned earnout targets, indicating future performance dependency.
• 3,038,624 shares are subject to automatic conversion of Series B Preferred Stock, which is contingent on a $10.00 share price for 21 out of 30 consecutive trading days after September 8, 2028, suggesting potential future dilution if not met.

Risks

• The automatic conversion of Series B Preferred Stock is contingent on the Class A Common Stock price reaching $10.00 for a sustained period, which may not occur.
• Earnout targets for a significant number of shares (8,125,000) have not yet been met, posing a risk to future share issuance.
• The transfer of 2,200,000 shares for redemption obligations could indicate financial pressures or a need to settle liabilities.

Future Outlook

The future outlook is tied to the potential conversion of Series B Preferred Stock, which is contingent on the Class A Common Stock achieving a volume-weighted average sale price of $10.00 or more for at least 21 out of 30 consecutive trading days after September 8, 2028. Additionally, the issuance of 8,125,000 shares is dependent on unearned earnout targets being met.

Management Comments

• Reporting persons disclaim beneficial ownership of shares subject to earnout conditions or redemption of Common Units pursuant to Rule 13d-4.
• The beneficial ownership percentage is calculated based on Rule 13d-3 of the Exchange Act.

Industry Context

StockSavvy.ai notes that this filing pertains to a Schedule 13D amendment, which is typically filed by entities acquiring a significant stake in a public company. The details regarding earnouts, preferred stock conversion, and share transfers are common in the context of mergers, acquisitions, or significant investment rounds within the entertainment and hospitality sectors where Falcon's Beyond Global operates.

Related Party Transactions

• The transfer of 2,200,000 shares of Class A Common Stock on September 28, 2026, was to satisfy Founder Series Redemption Obligations, which may involve related parties.

Stakeholder Impact

• Shareholders may experience dilution if the Series B Preferred Stock converts or if earnout targets are met.
• The transfer of 2,200,000 shares could impact the supply and demand dynamics of the Class A Common Stock.
• Creditors or other parties involved in the Founder Series Redemption Obligations are impacted by the share transfer.

Next Steps

• Monitoring the share price of Class A Common Stock to determine if the conditions for Series B Preferred Stock conversion are met.
• Tracking the achievement of earnout targets for the remaining 8,125,000 shares.
• Observing any further filings related to share transfers or ownership changes by Infinite Acquisitions Partners LLC and Erudite Cria, Inc.

Key Dates

Recommendation

The filing indicates a significant ownership stake but also highlights potential future dilution and a substantial share transfer for redemption obligations. The contingent nature of future share issuances and conversions warrants a cautious 'hold' approach until performance metrics are met and the full impact on share count is clearer.

Keywords

Schedule 13D, Beneficial Ownership, Class A Common Stock, Infinite Acquisitions Partners LLC, Erudite Cria, Inc., Earnout Shares, Preferred Stock Conversion, Share Transfer