| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FBYD | Class A Common Stock, par value $0.0001 per share | Conversion of derivative security | +5.56M | 5.56M | Oct 4, 2023 | Direct | F1, F2 | |||
| transaction | FBYD | Class A Common Stock, par value $0.0001 per share | Other | -5.56M | -100% | 0 | Oct 5, 2023 | Direct | F2, F3 | ||
| transaction | FBYD | Class A Common Stock, par value $0.0001 per share | Other | +6.72M | 6.72M | Oct 5, 2023 | Direct | F2, F3 | |||
| transaction | FBYD | Class A Common Stock, par value $0.0001 per share | Disposed to Issuer | -4.31M | -64.1% | 2.41M | Oct 6, 2023 | Direct | F2, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FBYD | Private Placement Warrants | Other | +733K | +17.06% | 5.03M | Oct 4, 2023 | Class A Common Stock | 733K | Direct | F2, F5, F6 | |||
| transaction | FBYD | Private Placement Warrants | Other | -5.03M | -100% | 0 | Oct 5, 2023 | Class A Common Stock | 5.03M | Direct | F2, F5, F7 | |||
| transaction | FBYD | Private Placement Warrants | Other | +5.03M | 5.03M | Oct 5, 2023 | Class A Common Stock and Series A Preferred Stock | 5.21M | Direct | F2, F7, F8, F9, F10 | ||||
| transaction | FBYD | Private Placement Warrants | Other | -2.15M | -42.71% | 2.88M | Oct 6, 2023 | Class A Common Stock and Series A Preferred Stock | 2.22M | Direct | F2, F8, F9, F11, F12 | |||
| transaction | FBYD | Class B Common Stock, par value $0.0001 per share | Conversion of derivative security | -5.56M | -100% | 0 | Oct 4, 2023 | Class A Common Stock | 5.56M | Direct | F1, F2, F13 |
| Id | Content |
|---|---|
| F1 | On October 4, 2023, in connection with the consummation of the business combination (the "Business Combination") among FAST Acquisition Corp. II ("FAST II"), Falcon's Beyond Global, Inc. ("Pubco"), Falcon's Beyond Global LLC ("Falcon's") and Palm Merger Sub LLC ("Merger Sub"), pursuant to that certain Amended and Restated Business Combination Agreement, dated January 31, 2023, as amended, by and among FAST II, Pubco, Falcon's and Merger Sub, each share of Class B Common Stock of FAST II ("FAST II Class B Common Stock") held by Sponsor automatically converted into one share of Class A Common Stock of FAST II ("FAST II Class A Common Stock"). |
| F2 | FAST Sponsor II LLC ("Sponsor") is the record holder of the securities reported herein. FAST Sponsor II Manager LLC is the manager of Sponsor and has voting and investment discretion with the respect to the common stock held of record by Sponsor. Garrett Schreiber is the sole member of FAST Sponsor II Manager LLC and has voting and investment discretion with respect to the securities held of record by Sponsor. Mr. Schreiber disclaims any beneficial ownership of the shares held by Sponsor, except to the extent of his pecuniary interest therein. |
| F3 | On October 5, 2023, in connection with the Business Combination, the 5,558,422 shares of FAST II Class A Common Stock that Sponsor received upon the conversion of its FAST II Class B Common Stock were automatically cancelled in exchange for the right to receive (A) 5,558,422 newly issued shares of Class A common stock of Pubco ("Pubco Class A Common Stock") and (B) beneficial ownership of 1,162,500 shares of Pubco Class A Common Stock (the "Earnout Shares"), to be held in escrow pending the achievement of certain earnout targets. Sponsor holds voting rights with respect to the escrowed Earnout Shares but has entered into a stockholder agreement with Pubco pursuant to which Sponsor agreed to vote or cause to be voted all such Earnout Shares held for the Sponsor's benefit in escrow for or against, to be not voted, or to abstain, in the same proportion as the shares held by the holders of Pubco's common stock as a whole are voted for or against, not voted, or abstained on any matter. |
| F4 | On October 6, 2023, in connection with the Business Combination, Sponsor delivered to Pubco for cancellation and for no consideration 4,308,422 shares of Pubco Class A Common Stock pursuant to that certain Amended and Restated Sponsor Support Agreement, dated as of January 31, 2023, by and among Sponsor, FAST II, Pubco and FAST II. Following the disposition, 1,162,500 of the shares of Pubco Class A Common Stock remained held in escrow pending the achievement of certain earnout targets and subject to the voting restrictions described in Note 3. |
| F5 | Each private placement warrant of FAST II ("FAST II Private Placement Warrants") entitles the holder thereof to purchase one share of FAST II Class A Common Stock, subject to adjustment, at a price of $11.50 per share, subject to adjustment, 30 days after the consummation of FAST II's initial business combination and will expire five years following the FAST II's initial business combination. |
| F6 | On October 4, 2023, Sponsor elected to convert $1.1 million outstanding principal balance of working capital loans to FAST II into FAST II Private Placement Warrants at a price of $1.50 per warrant pursuant to the terms of that certain Amended and Restated Promissory Note, dated as of July 20, 2022 from FAST II to Sponsor. |
| F7 | On October 5, 2023, in connection with the Business Combination, each FAST II Private Placement Warrant was assumed by Pubco and automatically converted into one private placement warrant of Pubco (the "Pubco Private Placement Warrants"). |
| F8 | The Pubco Private Placement Warrants will be exercisable at an exercise price of $11.50, subject to adjustment, commencing 30 days following the closing of the Business Combination for (i) 0.580454 shares of Pubco Class A Common Stock and (ii) one half of one share of Series A Preferred Stock of Pubco (the "Pubco Series A Preferred Stock"). The Pubco Private Placement Warrants will be exercisable on a cashless basis. |
| F9 | Holders of Pubco Series A Preferred Stock may at any time elect to convert their shares of Pubco Series A Preferred Stock into shares of Pubco Class A Common Stock. The number of shares of Pubco Class A Common Stock to be issued upon conversion will be equal to the quotient of $10.00 divided by $11.00, subject to adjustment. Holders of Pubco Series A Preferred Stock have the same voting rights as the Pubco Common Stock and will be entitled to vote on an as-converted-to-common stock basis on all matters to be voted on by stockholders generally. |
| F10 | The number of shares reported is equal to the number of shares of Pubco Class A Common Stock to be issued upon exercise of all Pubco Private Placement Warrants reported herein, assuming full conversion of the 2,515,579 shares of Pubco Series A Preferred Stock issuable upon exercise of the Pubco Private Placement Warrants into shares of Pubco Class A Common Stock at a conversion rate of $10.00 divided by $11.00. |
| F11 | On October 6, 2023, in connection with the Business Combination, Sponsor delivered to Pubco for cancellation and for no consideration 2,148,913 Pubco Private Placement Warrants pursuant to that certain Amended and Restated Sponsor Support Agreement, dated as of January 31, 2023, by and among Sponsor, FAST II, Pubco and the Company. |
| F12 | The number of shares reported is equal to the number of shares of Pubco Class A Common Stock to be issued upon exercise of all Pubco Private Placement Warrants reported herein, assuming full conversion of the 1,074,457 shares Pubco Series A Preferred Stock issuable upon exercise of the Pubco Private Placement Warrants into shares of Pubco Class A Common Stock at a conversion rate of $10.00 divided by $11.00. |
| F13 | The shares of FAST II Class B Common Stock were convertible for shares of FAST II Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253661) and had no expiration date. |
As of October 5, 2023, in connection with the consummation of the Business Combination, Pubco became the successor issuer to FAST II.