At the Closing of the Business Combination, the Company issued 1,937,500 Earnout Shares in the form of Class A Common Stock and 75,562,500 Earnout Shares in the form of Class B Common Stock. The Earnout Shares were placed into an escrow account for the benefit of certain holders pursuant to the Merger Agreement.

Earnout Shares were deposited into escrow at Closing to be earned, released and delivered upon satisfaction of, or forfeited and cancelled upon the failure of certain milestones related to the EBITDA and the gross revenue of the Company during periods between July 1, 2023 and December 31, 2024, and the volume weighted average closing sale price of the Company’s shares of Class A Common Stock during the five-year period beginning on the one-year anniversary of the Acquisition Merger and ending on the six-year anniversary of the Acquisition Merger. During the year ended December 31, 2024, 224,857 and 8,775,000 Class A and Class B shares were earned and released, respectively. 312,500 Earnout Shares in the form of Class A Common Stock were forfeited and 12,187,500 Earnout Shares in the form of Class B Common Stock were forfeited.

Prior to September 30, 2024, the Earnout Shares were classified as a liability and measured at fair value, with changes in fair value included in the consolidated statements of operations and comprehensive income. On September 30, 2024, earnout participants agreed to forfeit all remaining earnout shares held in escrow, which were to be released and earned based on meeting EBITDA and revenue targets. An aggregate of 437,500 shares of Class A common stock and 17,062,500 shares of Class B common stock and an equal number of Falcon’s Opco units were forfeited in connection with the earnout shares forfeiture.

The forfeiture is treated as a modification of the original earnout agreement. The remaining earnout shares which are to be released and earned based on the Company’s stock price meet the requirements for equity classification after the modification. The Company adjusted the fair value of the earnout shares a final time on September 30, 2024, immediately prior to the modification. The total adjusted liability balance, including the amount associated with the forfeited earnout shares, was reclassified into equity as of September 30, 2024.

Prior to reclassification into equity, the fair value of the earnout liability was $250.1 million as of September 30, 2024. After the reclassification to equity, the earnout shares do not require subsequent fair value measurement.

On December 2, 2025, the first stock price-based earnout trigger was met. As of December 2, 2025, Company’s volume weighted average closing sale price of its Class A common stock was greater than $16.67 for a period of at least twenty out of thirty consecutive trading days ending on December 2, 2025, and accordingly, 15,000,000 of the outstanding earnout shares and units were earned, released from escrow, and delivered to shareholders. No new securities were issued. The released shares and units are subject to transfer restrictions for a period ending 365 days after they are earned, released and delivered from escrow.