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Magpuri Marty

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Tapewire entity
87184
SEC CIK
0002012346

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Falcon's Beyond Global, Inc.FBYD · Entity 579110% ownerSeptember 30, 2024October 01, 2024

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Falcon's Beyond Global, Inc.

Report date September 30, 2024 · Filed October 01, 2024

Jointly reported with CilMar Ventures, LLC Series A, Kaiao Kollective LLC, Magpuri Cecil D.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class B Common StockSEC Table I · non-derivativeDirect26,388,415 Reported balance After 2024-09-30 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2024-09-30 · Other · Disposed 4,086,250 · Balance 26,388,415

F6: On September 29, 2024, the Reporting Person agreed to forfeit 4,086,250 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout.

F4: Represents (i) 12,245,469 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 1,142,946 Common Units and an equal number of shares of Class B Common Stock which vested on March 10, 2024 upon the satisfaction of certain earnout targets and are subject to an additional 1-year lockup from the date such securities were earned, and (iii) 13,000,000 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 4,086,250 Common Units and shares of Class B Common Stock which were forfeited on September 30, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement.

F5: (continued from footnote 4) CilMar's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such earnout securities are earned, released and delivered from escrow to CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer. Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2).

F1: Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. Accordingly, Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

Common Units of Falcon's Beyond Global, LLCSEC Table II · derivative / convertible securityDirect26,388,415 Reported balance After 2024-09-30 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2024-09-30 · Other · Disposed 4,086,250 · Balance 26,388,415

F2: Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (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 the Issuer's Class A common stock, par value $0.0001 per share ("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").

F6: On September 29, 2024, the Reporting Person agreed to forfeit 4,086,250 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout.

F3: The Common Units and Class B Common Stock do not expire.

F4: Represents (i) 12,245,469 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 1,142,946 Common Units and an equal number of shares of Class B Common Stock which vested on March 10, 2024 upon the satisfaction of certain earnout targets and are subject to an additional 1-year lockup from the date such securities were earned, and (iii) 13,000,000 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 4,086,250 Common Units and shares of Class B Common Stock which were forfeited on September 30, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement.

F5: (continued from footnote 4) CilMar's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such earnout securities are earned, released and delivered from escrow to CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer. Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2).

F1: Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. Accordingly, Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. Accordingly, Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

F2: Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (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 the Issuer's Class A common stock, par value $0.0001 per share ("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").

F3: The Common Units and Class B Common Stock do not expire.

F4: Represents (i) 12,245,469 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 1,142,946 Common Units and an equal number of shares of Class B Common Stock which vested on March 10, 2024 upon the satisfaction of certain earnout targets and are subject to an additional 1-year lockup from the date such securities were earned, and (iii) 13,000,000 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 4,086,250 Common Units and shares of Class B Common Stock which were forfeited on September 30, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement.

F5: (continued from footnote 4) CilMar's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such earnout securities are earned, released and delivered from escrow to CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer. Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2).

F6: On September 29, 2024, the Reporting Person agreed to forfeit 4,086,250 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout.

Transaction history

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
September 30, 2024 Filed Oct 1, 2024 21:42 UTC Falcon's Beyond Global, Inc. FBYD · Entity 5791 OtherCommon Units of Falcon's Beyond Global, LLC · Derivative 4,086,250 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-084269 · ownership.xml · derivative · entry 2

CilMar Ventures, LLC Series A · CIK 0001995723 · 10% owner

Kaiao Kollective LLC · CIK 0002012381 · 10% owner

Magpuri Cecil D. · CIK 0001995405 · Director · Chief Executive Officer · 10% owner

Magpuri Marty · CIK 0002012346 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 26,388,415

Underlying: Class A Common Stock · 4,086,250 shares

Expires not disclosed

F2 · derivative.exercise_price: Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (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 the Issuer's Class A common stock, par value $0.0001 per share ("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").

F6 · kind: On September 29, 2024, the Reporting Person agreed to forfeit 4,086,250 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout.

F2 · price: Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (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 the Issuer's Class A common stock, par value $0.0001 per share ("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").

F2 · derivative.exercise_date: Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (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 the Issuer's Class A common stock, par value $0.0001 per share ("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").

F3 · derivative.expiration_date: The Common Units and Class B Common Stock do not expire.

F4 · balance_after: Represents (i) 12,245,469 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 1,142,946 Common Units and an equal number of shares of Class B Common Stock which vested on March 10, 2024 upon the satisfaction of certain earnout targets and are subject to an additional 1-year lockup from the date such securities were earned, and (iii) 13,000,000 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 4,086,250 Common Units and shares of Class B Common Stock which were forfeited on September 30, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement.

F5 · balance_after: (continued from footnote 4) CilMar's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such earnout securities are earned, released and delivered from escrow to CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer. Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2).

F1 · ownership.direct: Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. Accordingly, Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

Read SEC document
September 30, 2024 Filed Oct 1, 2024 21:42 UTC Falcon's Beyond Global, Inc. FBYD · Entity 5791 OtherClass B Common Stock 4,086,250 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-084269 · ownership.xml · nonDerivative · entry 1

CilMar Ventures, LLC Series A · CIK 0001995723 · 10% owner

Kaiao Kollective LLC · CIK 0002012381 · 10% owner

Magpuri Cecil D. · CIK 0001995405 · Director · Chief Executive Officer · 10% owner

Magpuri Marty · CIK 0002012346 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 26,388,415

F6 · kind: On September 29, 2024, the Reporting Person agreed to forfeit 4,086,250 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout.

F6 · price: On September 29, 2024, the Reporting Person agreed to forfeit 4,086,250 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout.

F4 · balance_after: Represents (i) 12,245,469 Common Units and an equal number of shares of Class B Common Stock which are not subject to transfer restriction, (ii) 1,142,946 Common Units and an equal number of shares of Class B Common Stock which vested on March 10, 2024 upon the satisfaction of certain earnout targets and are subject to an additional 1-year lockup from the date such securities were earned, and (iii) 13,000,000 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 4,086,250 Common Units and shares of Class B Common Stock which were forfeited on September 30, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement.

F5 · balance_after: (continued from footnote 4) CilMar's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such earnout securities are earned, released and delivered from escrow to CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer. Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2).

F1 · ownership.direct: Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. Accordingly, Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

Read SEC document
May 10, 2024 Filed May 14, 2024 21:46 UTC Falcon's Beyond Global, Inc. FBYD · Entity 5791 OtherCommon Units of Falcon's Beyond Global, LLC · Derivative 2,918,750 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-043124 · ownership.xml · derivative · entry 2

CilMar Ventures, LLC Series A · CIK 0001995723 · 10% owner

Kaiao Kollective LLC · CIK 0002012381 · 10% owner

Magpuri Cecil D. · CIK 0001995405 · 10% owner

Magpuri Marty · CIK 0002012346 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 30,474,665

Underlying: Class A Common Stock · 2,918,750 shares

Expires not disclosed

F2 · derivative.exercise_price: Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (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 the Issuer's Class A common stock, par value $0.0001 per share ("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").

F6 · kind: Reflects the forfeiture of 2,918,750 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout, due to the failure to achieve certain earnout targets.

F6 · price: Reflects the forfeiture of 2,918,750 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout, due to the failure to achieve certain earnout targets.

F2 · derivative.exercise_date: Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (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 the Issuer's Class A common stock, par value $0.0001 per share ("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").

F3 · derivative.exercise_date: Includes (i) 13,388,415 Common Units and an equal number of shares of Class B Common Stock (including 1,142,946 which vested on March 10, 2024 upon the satisfaction of certain earnout targets) and (ii) 17,086,250 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 1,142,946 which vested and 2,918,750 which were forfeited on March 10, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement. CilMar's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such securities are earned, released and delivered from escrow to CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer.

F4 · derivative.exercise_date: Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2).

F5 · derivative.expiration_date: The Common Units and Class B Common Stock do not expire.

F2 · balance_after: Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (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 the Issuer's Class A common stock, par value $0.0001 per share ("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").

F3 · balance_after: Includes (i) 13,388,415 Common Units and an equal number of shares of Class B Common Stock (including 1,142,946 which vested on March 10, 2024 upon the satisfaction of certain earnout targets) and (ii) 17,086,250 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 1,142,946 which vested and 2,918,750 which were forfeited on March 10, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement. CilMar's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such securities are earned, released and delivered from escrow to CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer.

F4 · balance_after: Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2).

F1 · ownership.direct: Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. Accordingly, Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

Read SEC document
May 10, 2024 Filed May 14, 2024 21:46 UTC Falcon's Beyond Global, Inc. FBYD · Entity 5791 OtherClass B Common Stock 2,918,750 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-043124 · ownership.xml · nonDerivative · entry 1

CilMar Ventures, LLC Series A · CIK 0001995723 · 10% owner

Kaiao Kollective LLC · CIK 0002012381 · 10% owner

Magpuri Cecil D. · CIK 0001995405 · 10% owner

Magpuri Marty · CIK 0002012346 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 30,474,665

F6 · kind: Reflects the forfeiture of 2,918,750 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout, due to the failure to achieve certain earnout targets.

F6 · price: Reflects the forfeiture of 2,918,750 Common Units and an equal number of shares of Class B Common Stock that were subject to earnout, due to the failure to achieve certain earnout targets.

F2 · balance_after: Holders of common units ("Common Units") of Falcon's Beyond Global, LLC ("Falcon's LLC"), a subsidiary of Falcon's Beyond Global, Inc. (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 the Issuer's Class A common stock, par value $0.0001 per share ("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").

F3 · balance_after: Includes (i) 13,388,415 Common Units and an equal number of shares of Class B Common Stock (including 1,142,946 which vested on March 10, 2024 upon the satisfaction of certain earnout targets) and (ii) 17,086,250 Common Units and an equal number of shares of Class B Common Stock (after reflecting the 1,142,946 which vested and 2,918,750 which were forfeited on March 10, 2024 as described in footnote (6)) that are subject to earnout and are being held in an escrow account for the benefit of CilMar, and which will be released to CilMar, if at all, upon the satisfaction of certain milestones described in the Registration Statement. CilMar's right to receive such securities upon satisfaction of the earnout conditions became fixed and irrevocable effective as of October 6, 2023. Once such securities are earned, released and delivered from escrow to CilMar, such securities shall be subject to an additional 1-year lock-up pursuant to an agreement between CilMar and the Issuer.

F4 · balance_after: Following the waiver or expiration of any applicable lock-up period, CilMar will have the right to redeem such Common Units, as described in footnote (2).

F1 · ownership.direct: Represents securities held by CilMar Ventures, LLC Series A ("CilMar"). Kaiao Kollective, LLC ("Kaiao Kollective") is the manager of CilMar. Cecil D. Magpuri and Marty M. Magpuri are the managers of Kaiao Kollective. Mr. and Mrs. Magpuri are married. Consequently, Mr. and Mrs. Magpuri may be deemed to have controlling voting and dispositive power over the shares held directly by CilMar. Accordingly, Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.