Falcons Beyond Global Inc

As filed with the Securities and Exchange Commission on December 6, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FALCON’S BEYOND GLOBAL, INC.

(Exact name of registrant as specified in its charter)

1768 Park Center Drive

Orlando, Florida 32835

(407) 909-9350

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Bruce A. Brown

Chief Legal Officer and

Corporate Secretary

1768 Park Center Drive

Orlando, Florida 32835

(407) 909-9350

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion DATED DECEMBER 6, 2024

PRELIMINARY PROSPECTUS

Falcon’s Beyond Global, Inc.

Shares of Class A Common Stock

We are offering shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”). The offering price per share of Class A Common Stock in this offering is at an assumed public offering price of $ per share (the last reported sale price per share of our Class A Common Stock on The Nasdaq Global Market on , 2024).

The offering is being underwritten on a firm commitment basis. We have granted the underwriters an option to buy up to an additional shares of Class A Common Stock from us at the public offering price, less the underwriting discounts and commissions. The underwriters may exercise this option at any time and from time to time during the -day period from the date of this prospectus.

Our shares of Class A Common Stock and redeemable warrants to purchase shares of Class A Common Stock (“Warrants”) are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “FBYD” and “FBYDW,” respectively. On December 5, 2024, the closing price of our Class A Common Stock was $9.52 per share and the closing price for our Warrants was $0.90 per Warrant. The public offering price of our Class A Common Stock will be determined through negotiations between us and the underwriters in the offering, and the recent market price used throughout this prospectus may not be indicative of the public offering price.

You should read this prospectus, together with additional information described under “Where You Can Find More Information,” carefully before you invest in any of our securities.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and are subject to reduced public company reporting requirements.

(1) In addition, we have agreed to reimburse the underwriters for certain expenses. See “Underwriting” for a description of the compensation payable to underwriters.

Investing in our Class A Common Stock involves a high degree of risk. Please read the section titled “Risk Factors” beginning on page 6 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our Class A Common Stock to purchasers against payment on or about , 2024.

Roth Capital Partners

The date of this prospectus is , 2024.