Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Falcon's Beyond Global, Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
306121104 (CUSIP Number) |
Jill K. Markey c/o Katmandu Ventures, LLC, 3420 Pump Rd #140 Henrico, VA, 23233 407-494-0671 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/28/2026 (Date of Event Which Requires Filing of This Statement) |
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
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| CUSIP No. | 306121104 |
| 1 |
Name of reporting person
Katmandu Ventures, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,716,097.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.23 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Represents 15,716,097 shares of Class A Common Stock issuable upon the redemption of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of the Issuer, and an equal number of paired shares of Class B Common Stock. See Item 5. (2) Percentage beneficial ownership calculated on the basis of Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.
SCHEDULE 13D
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| CUSIP No. | 306121104 |
| 1 |
Name of reporting person
Jill K. Markey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,732,460.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Represents 15,716,097 shares of Class A Common Stock issuable upon the redemption of Common Units and an equal number of paired shares of Class B Common Stock. See Item 5. (2) Includes an additional 16,364 shares of Class A Common Stock held directly by Ms. Markey. (3) Percentage beneficial ownership calculated on the basis of Rule 13d-3 of the Securities Exchange Act of 1934, as amended. See Item 5.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Falcon's Beyond Global, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1768 Park Center Drive, Orlando,
FLORIDA
, 32835. | |
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. | Source and Amount of Funds or Other Consideration | |
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. | ||
| Item 4. | Purpose of Transaction | |
The information provided and incorporated by reference in Item 3 is hereby incorporated by reference in this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (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. | |
| (b) | The information provided and incorporated by reference in Item 5(a) is hereby incorporated by reference in this Item 5(b). | |
| (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. | |
| (d) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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