Falcon's Beyond Global Inc-A美股招股说明书(2025-12-12版)

7,485,437 Shares of Series B Preferred Stock8,792,634 Shares of Class A Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders named in this prospectus under the heading “SellingStockholders” (including their transferees, donees, pledgees and other successors-in-interest), of (i) up to 7,485,437 shares of ourpreferred stock, par value $0.0001 per share, designated as “11% Series B Cumulative Convertible Preferred Stock” (the “Series BPreferred Stock”), issued to certain of the selling shareholders in private placements on September 8, 2025, November 24, 2025,November 25, 2025, December 1, 2025 and December 4, 2025 (the “Preferred Private Placements”) and (ii) up to 8,792,634 shares ofour Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), which includes up to 8,792,634 shares ofClass A Common Stock issuable upon the conversion of the Series B Preferred Stock. Any prospectus supplement may add, update or change information contained in this prospectus or in the documents that we haveincorporated by reference into this prospectus. You should carefully read this prospectus and any applicable prospectus supplement, aswell as the documents incorporated by reference, before buying shares of our Series B Preferred Stock or Class A Common Stock. We will not receive any proceeds from the sale of shares of Series B Preferred Stock or Class A Common Stock by sellingstockholders. We are registering resale of the Series B Preferred Stock and Class A Common Stock to satisfy certain registration rights we havegranted to the selling shareholders. The selling shareholders may offer all or part of the Series B Preferred Stock and Class A CommonStock for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiatedprices, ordinary brokerage transactions, in underwritten offerings, directly to market makers of our securities, or through any othermeans described in the section entitled “Plan of Distribution” herein. Our shares of ClassA Common Stock are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “FBYD”. OnDecember 4, 2025, the last reported sale price of our ClassA Common Stock was $19.65 per share. We expect to apply to list our Series B Preferred Stock on Nasdaq under the intended symbol “FBYDP.” Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described inthe section titled “Risk Factors” on page 4 of this prospectus and contained in any applicable prospectus supplement, andunder similar headings in the documents that are incorporated by reference into this prospectus. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and we aresubject to reduced disclosure and public reporting requirements. See “Prospectus Summary—Emerging Growth Company”and“Prospectus Summary—Smaller Reporting Company.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus dated December 12, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS4USE OF PROCEEDS8SELLING STOCKHOLDERS9PLAN OF DISTRIBUTION13DESCRIPTION OF CAPITAL STOCK16LEGAL MATTERS23EXPERTS23WHERE YOU CAN FIND MORE INFORMATION23INCORPORATION OF CERTAIN INFORMATION BY REFERENCE24 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC,utilizing a “shelf” registration process. Under this prospectus, the selling stockholders may sell from time to time the shares ofpreferred stock and common stock described in this prospectus. The selling stockholders listed under the heading “Selling Stockholders” in this prospectus (including their transferees, donees,pledgees and other successors-in-interest) may offer and sell up to sell (i) up to 7,485,437 shares of our Series B Preferred Stock and(ii) up to 8,792,634 shares of our Class A Common Stock, which includes up to 8,792,634 shares of Class A Common Stock issuableupon the conversion of the Series B Preferred Stock, pursuant to this prospectus. Any prospectus supplement may also add, update orchange any of the information contained in this prospectus or in the documents that we have incorporated by reference into thisprospectus. We urge you to read carefully this prospectus and any applicable prospectus supplement, together with the informationincorporated herein by reference as described in the section titled “Incorporation of Certain Information by Reference,” before buyingany of the securities being offered. We have not, and the selling stockholders have not, authorized anyone to provid