The total amount of the Company’s authorized capital stock consists of (a) 650,000,000 shares of Common Stock, par value $0.0001 per share consisting of (i) 500,000,000 shares of Class A Common Stock, (ii) 150,000,000 shares of Class B Common Stock, and (b) 30,000,000 shares of preferred stock, par value $0.0001 per share.

The rights of the holders of Class A Common Stock and Class B Common Stock have various terms, as follows:

Each holder of common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Shares of Class B Common Stock carry the same voting rights as shares of Class A Common Stock but have no economic terms. Class B Common Stock is exchangeable, along with common units of Falcon’s Opco, into Class A Common Stock.

There are no outstanding shares of preferred stock as of June 30, 2025, or December 31, 2024.

On September 30, 2024, the Company’s board of directors declared a stock dividend of 0.2 shares of Class A common stock per share of Class A common stock outstanding, paid on December 17, 2024, to stockholders of record as of December 10, 2024 (the “Stock Dividend”). Additionally, as a result of the Stock Dividend, holders of the Company’s Class B common stock received a stock dividend of 0.2 shares of Class B common stock per share of Class B common stock outstanding, and the Falcon’s Beyond Global, LLC common units that are issued and outstanding were adjusted to reflect the same economic equivalent of the Stock Dividend. Outstanding warrants, restricted stock units (“RSUs”) and other equity awards were similarly adjusted in accordance with their terms. All references in the unaudited condensed consolidated financial statements to per share amounts, the number Class A and Class B shares issued and outstanding, outstanding warrants, RSUs, and other equity awards have been adjusted to reflect the Stock Dividend on a retroactive basis.

The weighted average shares of common stock outstanding used to determine the Company’s Net loss income per share reflects the retroactive treatment of the Stock Dividend, in addition to the following:


	Three months ended					Six months ended
(amounts in thousands, except number of shares and amount per share)	June 30, 2025		June 30, 2024			June 30, 2025			June 30, 2024
Numerator:
Net income	$	25,112	$	8,028		$	17,020		$	122,052
Net income attributable to noncontrolling interests		13,668		6,794			9,253			103,648

Net income available to Class A common stockholders		11,444		1,234			7,767			18,404
Adjustment for dilutive warrants		—		—			(1,327	)		—
Adjustment for dilutive earnout units at Falcon’s Beyond Global, LLC		—		(1,174	)		—			(5,055	)
Dilutive net income attributable to Class A common stockholders	$	11,444	$	60		$	6,440		$	13,349
Denominator:
Weighted average Class A common stock outstanding - basic		37,523,324		12,010,729			37,423,300			11,418,276
Adjustment for dilutive RSUs		2,570		—			4,334			—
Adjustment for dilutive warrants		—		—			93,475			—
Adjustment for dilutive Class A earnout shares		—		69,230			—			259,615
Weighted average Class A common stock outstanding – diluted		37,525,894		12,079,960			37,521,109			11,677,891

Net income per Class A common share - basic:		0.30		0.10			0.21			1.61
Net income per Class A common share – diluted:		0.30		0.00			0.17			1.14

The Company applies the treasury stock method to the warrants and RSUs, the contingently issuable shares method to the Earnout shares, and the if-converted method for the Exchangeable noncontrolling interests, if dilutive. The following securities were not included in the computation because the effect would be anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:


	Three months ended				Six months ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Class A earnout shares		1,000,000		1,725,000		1,000,000		1,575,000
Class B earnout shares		39,000,000		67,275,000		39,000,000		61,425,000
Warrants to purchase common stock		—		6,238,104		—		6,238,104
RSUs		929,662		1,159,956		929,662		1,159,956