UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549s

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-41833

Falcon’s Beyond Global, Inc.

(Exact name of registrant as specified in its charter)


Delaware		92-0261853
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1768 Park Center Drive
Orlando, FL		32835
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (407) 909-9350

Securities registered pursuant to Section 12(b) of the Act


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	FBYD	The Nasdaq Stock Market LLC
Warrants exchangeable for 0.25 shares of Class A common stock on October 6, 2028	FBYDW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 15, 2025, a total of 37,226,927 shares of the Registrant’s Class A common stock, par value $0.0001 per share, and 83,814,187 shares of the Registrant’s Class B common stock, par value $0.0001 per share, was issued and outstanding.

FALCON’S BEYOND GLOBAL, INC.

TABLE OF CONTENTS


		Page No.
PART I. FINANCIAL INFORMATION		1
Item 1.	Unaudited Condensed Consolidated Financial Statements – Falcon’s Beyond Global, Inc.	1
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three Months Ended March 31, 2025 and 2024	2
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	3
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024	4
	Notes to Unaudited Condensed Consolidated Financial Statements – Falcon’s Beyond Global, Inc.	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Disclosure Controls and Procedures	28
PART II. OTHER INFORMATION		30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
SIGNATURES		32

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains statements that the Company believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this in this Quarterly Report, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. The following important factors, risks, and uncertainties could cause actual results to differ materially from those indicated by the forward-looking statements in this Quarterly Report:

•

We may not be able to sustain our growth, effectively manage our anticipated future growth, implement our business strategies or achieve the results we anticipate.

•

The impairments of our intangible assets and equity method investment in our joint ventures, have materially and adversely impacted our business and results of operations and may do so again in the future.

•

Our current liquidity resources raise substantial doubt about our ability to continue as a going concern and holders of our securities could suffer a total loss of their investment.

•

We will require additional capital, which additional financing may result in restrictions on our operations or substantial dilution to our stockholders, to support the growth of our business, and this capital might not be available on acceptable terms, if at all.

•

Our FBD business is in transition, and the repositioning and rebranding of FBD projects will be subject to timing, budgeting and other risks which could have a material adverse effect on us. In addition, the ongoing need for capital expenditures to develop our FBD business could have a material adverse effect on us, including our financial condition, liquidity and results of operations.

•

Our growth plans in FCG may take longer than anticipated or may not be successful.

•

Our ability to execute on our strategy and business model is dependent on the quality of our services, and our failure to offer high quality services could have a material adverse effect on its sales and results of operations.

•

Anticipated synergies across our three business lines may not create the diversified revenue streams that we believe they will.

•

A significant portion of FCG’s and our revenue is derived from one large client of FCG and any loss of, or decrease in services to, that client could harm FCG’s and our results of operations.

•

Following the completion of the Strategic Investment (as defined below), the Company, Falcon’s Opco and FCG LLC are subject to contractual restrictions that may affect our ability to access the public markets and expand our business.

•

The significance of our operations and partnerships outside of the United States makes us susceptible to the risks of doing business internationally, which could lower our revenues, increase our costs, reduce our profits, disrupt our business, or damage our reputation.

•

We are exposed to risks related to operating in the Kingdom of Saudi Arabia.

•

Our indebtedness and liabilities could limit the cash flow available for our operations, which may adversely affect our financial condition and future financial results. The principal, premium, if any, and interest payment obligations of such debt may restrict our future operations and impair our ability to invest in our businesses.

•

We may expand into new lines of business in our FBB division and may face risks associated with such expansion.

•

We have entered and expect to continue to enter into joint venture, strategic collaborations, teaming and other business arrangements, and these activities involve risks and uncertainties. A failure of any such relationship could have a material adverse effect on our business and results of operations.

•

In certain jurisdictions into which we are currently contemplating expanding, we will rely on strategic relationships with local partners in order to be able to offer and market our products and services. If we cannot establish and maintain these relationships, our business, financial condition and results of operations could be adversely affected.

•

We are dependent on the continued contributions of our senior management and other key employees, and the loss of any of whom could adversely affect our business, operating results, and financial condition.

•

If we are unable to hire, retain, train and motivate qualified personnel and senior management for our businesses and deploy our personnel and resources to meet customer demand around the world, our business could suffer.

•

Failures in, material damage to, or interruptions in our information technology systems, software or websites, and difficulties in updating our systems or software or implementing new systems or software could adversely affect our businesses or operations.

•

Protection of electronically stored data and other cybersecurity is costly, and if our data or systems are materially compromised in spite of this protection, we may incur additional costs, lost opportunities, damage to our reputation, disruption of services or theft of our assets.

•

Our insurance may not be adequate to cover the potential losses, liabilities and damages of our FBD division, the cost of insurance may continue to increase materially, including as a result of natural disasters, some of which may be related to climate change, and we may not be able to secure insurance to cover all of our risks, all of which could have a material adverse effect on us.

•

Theft of our intellectual property, including unauthorized exhibition of our content, may decrease our licensing, franchising and programming revenue which may adversely affect our business and profitability.

•

We are a holding company and our only material assets are our interests in Falcon’s Opco and our other equity method investments. Accordingly, we are generally dependent upon distributions from Falcon’s Opco and our other equity method investments to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.

•

Under the Tax Receivable Agreement, the Company is required to make payments to the Company’s initial or current unitholders for certain tax benefits to which the Company may become entitled, and those payments may be substantial.

•

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits the Company realizes in respect of the tax attributes subject to the Tax Receivable Agreement.

•

If Falcon’s Opco were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, the Company and Falcon’s Opco might be subject to potentially significant tax inefficiencies, and the Company would not be able to recover payments previously made by it under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

•

As a public reporting company, we are subject to rules and regulations established from time to time by the SEC and Public Company Accounting Oversight Board regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner.

•

We have identified material weaknesses in our internal controls over financial reporting. If we are unable to remediate these material weaknesses, if management identifies additional material weaknesses in the future or if we otherwise fail to maintain effective internal controls over financial reporting, we may not be able to accurately or timely report our financial position or results of operations, which may adversely affect our business and stock price or cause our access to the capital markets to be impaired.

•

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

•

Our Warrants may be delisted from Nasdaq.

•

The Demerau family controls over 65% of our voting power and is able to exert significant influence over stockholder decisions because of its share ownership.

•

Cecil D. Magpuri, our Chief Executive Officer, controls over twenty percent of our voting power and is able to exert significant influence over the direction of our business.

iii

•

We may not be able to realize the anticipated benefits of the acquisition of Oceaneering Engineering Services.

•

We may not be able to mitigate the risks related to legacy Oceaneering Engineering Services products and our ability to service such products.

•

The risk that the OES acquisition, integration of the OES personnel we hired, and efforts to grow Falcon’s Attractions disrupts our other operations.

•

We may not be able to grow current and future potential customer relationships for Oceaneering Engineering Services products.

In addition, this Quarterly Report includes important information as to risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. See “Note 10 - Commitments and Contingencies” within Item 1 of this Quarterly Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within Item 2 of this Quarterly Report. Additional important information as to these factors is included in our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”) in the sections titled Item 1, “Business”, Item 1A, “Risk Factors,” Item 3, “Legal Proceedings,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The forward-looking statements speak only as of the date of this Quarterly Report or, in the case of any document incorporated by reference, the date of that document. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information as to factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements is disclosed from time to time in our other filings with the Securities and Exchange Commission (“SEC”).

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands of U.S. dollars, except share and per share data)


	As of March 31, 2025			As of December 31, 2024
Assets
Current assets:
Cash and cash equivalents ($285 and $282 restricted cash as of March 31, 2025 and December 31, 2024, respectively)	$	1,108		$	825
Accounts receivable ($625 and $1,713 related party as of March 31, 2025 and December 31, 2024, respectively)		628			1,716
Contract assets		86			—
Other current assets		834			1,593
Total current assets		2,656			4,134
Investments and advances to equity method investments		53,454			56,560
Property and equipment, net		110			24
Other non-current assets		500			513
Total assets	$	56,720		$	61,231

Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable ($2,157 and $1,669 related party as of March 31, 2025 and December 31, 2024, respectively)	$	9,519		$	9,540
Accrued expenses and other current liabilities ($736 and $660 related party as of March 31, 2025 and December 31, 2024, respectively)		32,195			25,870
Short term debt		8,471			8,471
Current portion of long-term debt ($904 related party as of March 31, 2025 and December 31, 2024)		1,917			1,759
Total current liabilities		52,102			45,640
Long-term debt, net of current portion ($28,895 and $28,904 related party as of March 31, 2025 and December 31, 2024, respectively)		30,565			30,977
Warrant liabilities		—			4,711
Total liabilities		82,667			81,328

Commitments and contingencies – Note 10

Stockholders’ equity (deficit)
Class A common stock ($0.0001 par value, 500,000,000 shares authorized; 36,226,927 issued and outstanding at March 31, 2025 and 36,106,345 shares were issued and outstanding as of December 31, 2024)		3			3
Class B common stock ($0.0001 par value, 150,000,000 shares authorized; 44,814,187 issued and outstanding at March 31, 2025 and 44,815,937 shares were issued and outstanding as of December 31, 2024)		5			5
Additional paid-in capital		38,753			37,808
Accumulated deficit		(50,153	)		(46,538	)
Accumulated other comprehensive loss		(205	)		(243	)
Total deficit attributable to common stockholders		(11,597	)		(8,965	)
Non-controlling interest		(14,350	)		(11,132	)
Total deficit		(25,947	)		(20,097	)
Total liabilities and equity	$	56,720		$	61,231

See accompanying notes to unaudited condensed consolidated financial statements.

FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

(in thousands of U.S. dollars, except share and per share data)


	Three months ended
	March 31, 2025			March 31, 2024
Revenue ($1,623 and $1,516 related party for the three months ended March 31, 2025 and 2024, respectively)	$	1,708		$	1,516
Operating expenses:
Project design and build expense		106			—
Selling, general and administrative expense ($25 and $0 related party for the three months ended March 31, 2025 and 2024, respectively)		6,298			6,793
Transaction expenses		1,521			7
Credit loss expense ($0 and $12 related party for the three months ended March 31, 2025 and 2024, respectively)		—			12
Research and development expense ($118 and $16 related party for the year ended March 31, 2025 and 2023, respectively)		118			16
Depreciation and amortization expense		4			1
Total operating expenses		8,047			6,829
Loss from operations		(6,339	)		(5,313	)
Share of (loss) gain from equity method investments		(4,063	)		1,154
Interest expense ($(569) and $(205) related party for the three months ended March 31, 2025 and 2024, respectively)		(1,332	)		(269	)
Interest income		3			3
Change in fair value of warrant liabilities		2,886			208
Change in fair value of earnout liabilities		—			118,615
Foreign exchange transaction gain (loss)		752			(375	)
Net (loss) income before taxes	$	(8,093	)	$	114,023
Income tax benefit		1			1
Net (loss) income	$	(8,092	)	$	114,024
Net (loss) income attributable to noncontrolling interest		(4,477	)		96,855
Net (loss) income attributable to common stockholders		(3,615	)		17,169

Net (loss) income per share
Net (loss) income per share, basic		(0.10	)		1.59
Net (loss) income per share, diluted		(0.13	)		1.27
Weighted average shares outstanding, basic		37,322,177			10,825,824
Weighted average shares outstanding, diluted		37,509,127			11,050,824

Other Comprehensive (loss) income:
Net (loss) income	$	(8,092	)	$	114,024
Foreign currency translation income		85			4
Total other comprehensive income		85			4
Total comprehensive (loss) income	$	(8,007	)	$	114,028
Comprehensive (loss) income attributable to noncontrolling interest		(4,430	)		96,858
Total Comprehensive (loss) income attributable to common stockholders	$	(3,577	)	$	17,170

See accompanying notes to unaudited condensed consolidated financial statements.

FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands of U.S. dollars)


	Three months ended
	March 31, 2025			March 31, 2024
Cash flows from operating activities
Net (loss) income	$	(8,092	)	$	114,024
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization		4			1
Foreign exchange transaction (gain) loss		(752	)		375
Share of loss (gain) from equity method investments		4,063			(1,154	)
Credit loss expense ($0 and $12 related party for the three months ended March 31, 2025 and 2024, respectively)		—			12
Change in fair value of earnouts		—			(118,615	)
Change in fair value of warrants		(2,886	)		(208	)
Share based compensation expense		531			346
Loss on sale of equipment		—			2
Changes in assets and liabilities:
Accounts receivable ($1,088 and $(1,174) related party for the three months ended March 31, 2025 and 2024, respectively)		1,098			(1,133	)
Contract assets		(86	)		—
Deferred transaction costs		588			—
Other current assets		172			73
Other non-current assets		13			(58	)
Accounts payable ($488 and $241 related party for the three months ended March 31, 2025 and 2024 respectively)		(30	)		2,669
Accrued expenses and other current liabilities ($76 and $33 related party for the three months ended March 31, 2025 and 2024 respectively)		6,322			(102	)
Net cash provided by (used in) operating activities		945			(3,768	)
Cash flows from investing activities
Purchase of property and equipment		(92	)		(4	)
Proceeds from sale of equipment		2			2
Investments and advances to unconsolidated joint ventures		—			(2,094	)
Net cash used in investing activities		(90	)		(2,096	)
Cash flows from financing activities
Proceeds from debt – related party		—			7,221
Proceeds from debt – third party		—			1,250
Repayment of debt – related party		—			(1,182	)
Repayment of debt – third party		(393	)		(427	)
Proceeds from related party credit facilities		1,248			4,650
Repayment of related party credit facilities		(1,257	)		(5,392	)
Proceeds from exercised warrants		—			111
Proceeds from RSUs issued to affiliates		198			—
Settlement of RSUs		(397	)		—
Net cash (used in) provided by financing activities		(601	)		6,231
Net increase in cash and cash equivalents		254			367
Foreign exchange impact on cash		29			11
Cash and cash equivalents – beginning of period		825			672
Cash and cash equivalents at end of period	$	1,108		$	1,050
Supplemental disclosures:
Cash paid for interest	$	424		$	207
Non-cash activities:
Conversion of warrants to common shares, Class A		—			7,137
Conversion of Class B Common Stock to Class A Common Stock		18			14,733
Reclassification of warrants to equity		1,825			—

See accompanying notes to unaudited condensed consolidated financial statements.

FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

(in thousands of U.S. dollars, except unit and share data)


	Common Stock, Class A				Common Stock, Class B					Additional paid-in			Accumulated other comprehensive			Accumulated			Total deficit attributable to common			Non-controlling			Total
	Shares		Amount		Shares			Amount		capital			loss			deficit			stockholders			Interest			deficit
December 31, 2023		9,445,972	$	1		62,440,940		$	6	$	11,699		$	(216	)	$	(68,595	)	$	(57,105	)	$	(431,889	)	$	(488,994	)
Conversion of warrants to common shares		9,126		—		—			—		(7,137	)		—			—			(7,137	)		7,230			93
Conversion of Class B common stock to Class A common stock		2,400,000		—		(2,400,000	)		—		(14,733	)		—			—			(14,733	)		14,733			—
RSU issuances		—		—		—			—		85			—			—			85			482			567
Net income		—		—		—			—		—			—			17,169			17,169			96,855			114,024
Foreign currency translation gain		—		—		—			—		—			1			—			1			3			4
March 31, 2024		11,855,098	$	1		60,040,940		$	6	$	(10,086	)	$	(215	)	$	(51,426	)	$	(61,720	)	$	(312,586	)	$	(374,306	)


	Common Stock, Class A				Common Stock, Class B					Additional paid-in			Accumulated other comprehensive			Accumulated			Total deficit attributable to common			Non-controlling			Total
	Shares		Amount		Shares			Amount		capital			loss			deficit			stockholders			Interest			deficit
December 31, 2024		36,106,345		3		44,815,937			5		37,808			(243	)		(46,538	)		(8,965	)		(11,132	)		(20,097	)
Conversion of Class B common stock to Class A common stock		1,750		—		(1,750	)		—		(18	)		—			—			(18	)		18			—
Reclassification of warrants to equity		—		—		—			—		815			—			—			815			1,010			1,825
RSU issuances		118,832		—		—			—		148			—			—			148			184			332
Net loss		—		—		—			—		—			—			(3,615	)		(3,615	)		(4,477	)		(8,092	)
Foreign currency translation gain		—		—		—			—		—			38			—			38			47			85
March 31, 2025		36,226,927	$	3		44,814,187		$	5	$	38,753		$	(205	)	$	(50,153	)	$	(11,597	)	$	(14,350	)	$	(25,947	)

See accompanying notes to unaudited condensed consolidated financial statements.

FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of U.S. dollars, unless otherwise stated)

Description of business and basis of presentation

Merger with FAST II

Falcon’s Beyond Global, Inc., a Delaware corporation (“Pubco”, “FBG”, or the “Company”), entered into an Amended and Restated Agreement and Plan of Merger, dated as of September 1, 2023 (the “Merger Agreement”), by and among Pubco, FAST Acquisition Corp. II, a Delaware corporation (“FAST II”), Falcon’s Beyond Global, LLC, a Delaware limited liability company (“Falcon’s Opco”), and Palm Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Merger Sub”).

On October 5, 2023 FAST II merged with and into Pubco (the “SPAC Merger”), with Pubco surviving as the sole owner of Merger Sub, followed by a contribution by Pubco of all of its cash (except for cash required to pay certain transaction expenses) to Merger Sub to effectuate the “UP-C” structure; and on October 6, 2023 Merger Sub merged with and into Falcon’s Opco (the “Acquisition Merger,” and collectively with the SPAC Merger, the “Business Combination”), with Falcon’s Opco as the surviving entity of such merger. Following the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), the direct interests in Falcon’s Opco were held by Pubco and certain holders of the limited liability company units of Falcon’s Opco outstanding as of immediately prior to the Business Combination.

FAST II and Falcon’s Opco’s transaction costs related to the Business Combination of $6.3 million and $15.7 million, respectively, are not yet settled at March 31, 2025. Negotiations regarding the terms of the costs yet to be settled are still ongoing and may change materially from the amounts accrued.

Nature of Operations

The Company operates at the intersection of content, technology, and experiences. We aim to engage, inspire and entertain people through our creativity and innovation, and to connect people with brands, with each other, and with themselves through the combination of digital and physical experiences. At the core of our business is brand creation and optimization, facilitated by our multi-disciplinary creative teams. The Company has three business divisions, which are conducted through four operating segments. Our three business lines feed into each other to accelerate our growth strategy: (i) Falcon’s Creative Group, LLC (“FCG”) creates master plans, designs attractions and experiential entertainment, and produces content, interactives and software; (ii) Falcon’s Beyond Destinations develops a diverse range of entertainment experiences using both owned and third-party licensed intellectual property, consisting of Producciones de Parques, S.L. (“PDP”), and Destinations Operations, which develops a diverse range of entertainment experiences using both Company owned and third party licensed intellectual property, spanning location-based entertainment, dining, and retail; and (iii) Falcon’s Beyond Brands brings brands and intellectual property to life through animation, movies, licensing and merchandising, gaming, as well as ride and technology sales.

Basis of presentation

The unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries for which it exercises control. Long-term investments in affiliated companies in which the Company exercises significant influence, but which it does not control, are accounted for using the equity method. The Company does not have any significant variable interest entities or special purpose entities whose financial results are not included in the unaudited condensed consolidated financial statements.

The financial statements of the Company’s operating foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average monthly exchange rates prevailing during the period. Resulting translation adjustments are included in Accumulated other comprehensive loss (income).

The accompanying condensed consolidated financial statements of the Company are unaudited. In the opinion of management, all adjustments necessary for a fair statement of results of operations, cash flows, and financial position have been made. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for a full year. The year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles.

The unaudited condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not contain certain information included in the Company’s Annual Report. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report.

Principles of Consolidation

The non-controlling interest represents the membership interest in Falcon’s Opco held by holders other than the Company.

The results of operations attributable to the non-controlling interest are included in the Company’s unaudited condensed consolidated statements of operations and comprehensive (loss) income, and the non-controlling interest is reported as a separate component of equity.

The Company consolidates the assets, liabilities, and operating results of Falcon’s Opco and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP.

Liquidity

The Company has been engaged in expanding its physical operations through its equity method investments, developing new product offerings, raising capital and recruiting personnel. As a result, the Company has incurred a loss from operations of $6.3 million for the three months ended March 31, 2025, accumulated deficit attributable to common stockholders of $50.2 million as of March 31, 2025. Accordingly, the Company performed an evaluation of its ability to continue as a going concern through at least twelve months from the date of the issuance of these unaudited condensed consolidated financial statements under Accounting Standards Codification (“ASC”) 205-40, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.

The Company has committed to fund its share of additional investment in its equity investment, Karnival TP-AQ Holdings Limited (“Karnival”), for the purpose of constructing the Vquarium Entertainment Centers in the People’s Republic of China. See Note 10 – Commitments and contingencies.

The Company’s development plans, and investments have been funded by a combination of cash flows from operations, debt and committed equity contributions from its stockholders and third parties, and the Company is reliant upon its stockholders and third parties to obtain additional financing through debt or equity raises to fund its working capital needs, contractual commitments, and expansion plans. As of March 31, 2025 and December 31, 2024, the Company has accrued material amounts of expenses in relation to its external advisors, accountants and legal costs in relation to the Business Combination. The Company has a working capital deficiency of $(39.1) million which excludes $10.4 million of debt that is maturing in the next 12 months as of March 31, 2025. The Company does not currently have sufficient cash or liquidity to pay liabilities that are owed or are maturing at this time and to fund ongoing operations. There can be no assurance that the additional debt or equity raises, if completed, in combination with remaining commitments that are available on existing credit facilities, will provide the necessary funding for the next twelve months from the date these unaudited condensed consolidated financial statements will be issued. As a result, there is substantial doubt as to the Company’s ability to continue as a going concern for the twelve-month period following the issuance of these unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

Summary of significant accounting policies

Concentration of credit risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of Cash and cash equivalents and Accounts receivable. The Company places its Cash and cash equivalents with financial institutions of high credit quality. At times, such amounts exceed federally insured limits. Management believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of the respective financial institutions.

The Company provides credit to its customers located both inside and outside the United States in its normal course of business. Receivables are presented net of an allowance for credit losses based on the Company’s assessment of the collectability of customer accounts. The Company maintains an allowance that provides for an adequate reserve to cover estimated losses on receivables as well as contract assets. The Company determines the adequacy of the allowance by estimating the probability of loss based on the Company’s historical credit loss experience and taking into consideration current market conditions and supportable forecasts that affect the collectability of the reported amount. The Company regularly evaluates receivable and contract asset balances considering factors such as the customer’s creditworthiness, historical payment experience and the age of the outstanding balance. Changes to expected credit losses during the period are included in Credit loss expense in the Company’s unaudited condensed consolidated statements of operations

and comprehensive (loss) income. After concluding that a reserved accounts receivable is no longer collectible, the Company reduces both the gross receivable and the allowance for credit losses.

The Falcon’s Creative Group segment has significant revenue concentration associated with a few customers. The Falcon’s Creative Group segment is now comprised of the Company’s retained equity method investment in FCG. FCG revenue depends on two customers, QIC and New Murabba. FCG had one customer, QIC, with revenues greater than 10% of total revenue, $5.9 million and $14.7 million for the three months ended March 31, 2025 and 2024, respectively.

The Company had one customer with revenue greater than 10% of total revenue for the three months ended March 31, 2025 in the amount of $1.6 million (95% of total revenue).

The Company had one customer with revenue greater than 10% of total revenue for the three months ended March 31, 2024 in the amount of $1.5 million (100% of total revenue).

Accounts receivable balances with this customer totaled $0.3 million (52% of total Accounts receivable) and $1.4 million (83% of total Accounts receivable) as of March 31, 2025 and December 31, 2024, respectively.

Revenue recognition

Attraction maintenance services

The Company's Falcon Beyond Brands segment provides attraction maintenance services to its customers on a time and material basis. The Company recognizes revenue related to these services using the right to invoice practical expedient.

Recently issued accounting standards

On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires additional reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the ASU enhances interim disclosure requirements effectively making the current annual requirements a requirement for interim reporting. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU as of December 31, 2024, the previously reported segment disclosures have been recast to reflect the new presentation under ASU 2023-07 guidance.

In March 2024, the FASB issued ASU 2024-02, “Codification Improvements-Amendments to Remove References to the Concepts Statements”. The amendments in this Update affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. This update contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance in certain topical areas. This ASU is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company adopted this ASU as of March 31, 2025 and had no material impact to the condensed consolidated financial statements.

Recently issued accounting standards not yet adopted as of March 31, 2025

On December 14, 2023, the FASB issued Accounting Standards Update 2023-09, "Improvements to Income Tax Disclosures (ASU 2023-09)," which is primarily applicable to public companies and requires a significant expansion of the granularity of the income tax rate reconciliation as well as an expansion of other income tax disclosures. ASU 2023-09 requires a company to disclose specific income tax categories within the rate reconciliation table and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. There are also additional disclosures related to income taxes paid disaggregated by jurisdictions, and to income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 and for interim periods in fiscal years beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its income tax disclosures.

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)". The amendments in this Update require a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. Relevant expense categories include, but are not limited to, employee compensation, selling expenses, intangible asset amortization, depreciation, and purchases of inventory. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, is applied prospectively and may be applied retrospectively. The Company is evaluating the impact of ASU 2024-03.

Revenue

Disaggregated components of revenue consisted of:


	Three months ended
	March 31, 2025		March 31, 2024
Services transferred over time:
Shared services	$	1,622	$	1,516
Attraction sales and services		86		—
	$	1,708	$	1,516

Accounts receivable, net consisted of:


	As of
	March 31, 2025		December 31, 2024
Related party	$	625	$	1,713
Other		3		3
	$	628	$	1,716

Geographic information

Revenues based on the geographic location of the Company’s customer contracts consisted of:


	Three months ended
	March 31, 2025		March 31, 2024
USA	$	1,708	$	1,516
	$	1,708	$	1,516

Investments and advances to equity method investments

The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting. The Company’s joint ventures are as follows:

Falcon’s Creative Group

QIC Delaware, Inc., a Delaware corporation and an affiliate of Qiddiya Investment Company (“QIC”), holds 25% of FCG's equity interest in the form of preferred units (the "Strategic Investment"), and the Company, holds the remaining 75% of the equity interest in the form of common units. FCG's amended and restated limited liability company agreement (“LLCA”) includes QIC as a member and provides QIC with certain consent, priority and preemptive rights.

QIC is entitled to redeem its preferred units on the earlier of (a) the five-year anniversary of the Strategic Investment or (b) any date on which a majority of key persons cease to be employed by FCG. The LLCA contains contractual provisions regarding the distribution of FCG’s income or loss. Pursuant to these provisions, QIC is entitled to a redemption amount of the initial $30.0 million investment plus a 9% annual compounding preferred return. QIC does not absorb losses from FCG that would cause its investment to drop below this redemption amount, and any losses not absorbed by QIC are fully allocated to the Company.

The Company and FCG are part of an intercompany service agreement (“Intercompany Services Agreement”) and a license agreement.

ii)

PDP

PDP is an unconsolidated joint venture with Meliá Hotels International, S.A. (“Meliá Group”) for the development and operation of hotel resorts and theme parks. The Company has 50% voting rights and shares 50% of profits and losses in this joint venture. PDP operates a hotel resort and theme park located in Mallorca, Spain and a hotel located at Tenerife in the Canary Islands.

iii)

Karnival

The Company has a 50% interest in Karnival, an unconsolidated joint venture with Raging Power Limited, a subsidiary of New World Development Company Limited (“Raging Power”). The purpose of the joint venture is to hold ownership interests in entities developing and operating amusement centers located in the People’s Republic of China. The first location is currently under development in Hong Kong. The Company has concluded that Karnival is a VIE, that the Company does not have the power to direct the activities that most significantly impact the economic performance of Karnival, as such decisions are taken by the unanimous consent of the representatives of the joint venture partners. The Company, therefore, does not consolidate Karnival and accounts for the investment as an equity method investment. The Company and its joint venture partners are committed to funding non-interest-bearing advances of $9.0 million (HKD 69.7 million) each, over a three-year period. As of March 31, 2025, the Company had funded $6.6 million (HKD 51 million). These advances are repayable to the joint venture partners based on a percentage of gross revenues from operations commencing from the first year of operations. The advances provided to Karnival are accounted for as investments and classified within Investments and advances to unconsolidated joint ventures equity method investments. There are no other liquidity arrangements, guarantees or other financial commitments between the Company and Karnival. Therefore, the Company’s maximum risk of financial loss is the investment balance and remaining unfunded capital commitment of $2.4 million (HKD 18.7 million) as of March 31, 2025.

iv)

Sierra Parima

Sierra Parima is an equity method investment with Meliá Group focused on the development and operation of hotel resorts and theme parks. The Company has 50% voting rights and shares 50% of profits and losses in this joint venture. The Sierra Parima Katmandu Park closed in March 2024 following financial, operational, and infrastructure challenges. As of December 31, 2023, the equity investment in Sierra Parima was deemed to be other-than-temporarily impaired, and therefore, it is not included in the tables below.

Investments and advances to equity method investments consisted of:


	As of
	March 31, 2025		December 31, 2024
FCG	$	20,457	$	25,028
PDP		25,831		24,400
Karnival		7,166		7,132
	$	53,454	$	56,560

Share of (loss) income from equity method investments consisted of:


	Three months ended
	March 31, 2025			March 31, 2024
FCG	$	(4,571	)	$	533
PDP		474			534
Karnival		34			87
	$	(4,063	)	$	1,154

Share of (loss) income from FCG consisted of:


	Three months ended
	March 31, 2025			March 31, 2024
Share of FCG net (loss) income	$	(2,977	)	$	1,803
Preferred unit dividend accretion		(768	)		(444	)
Basis difference amortization		(826	)		(826	)
	$	(4,571	)	$	533

Summarized balance sheet information for the Company’s equity method investments consisted of:


	As of March 31, 2025
	FCG		PDP		Karnival
Current assets	$	26,412	$	14,686	$	11,912
Non-current assets		28,169		81,515		4,836
Current liabilities		16,305		15,109		15,516
Non-current liabilities		6,177		29,430		—


	As of December 31, 2024
	FCG		PDP		Karnival
Current assets	$	30,094	$	13,270	$	11,862
Non-current assets		28,502		79,092		4,843
Current liabilities		17,444		14,720		15,539
Non-current liabilities		6,076		28,843		—

The Company has certain related parties in common with its joint ventures, however, not all related parties of its joint ventures are related parties of the Company. Related party balances of FCG and PDP consisted of:


	As of March 31, 2025				As of December 31, 2024
	FCG		PDP		FCG		PDP
Assets	$	21,485	$	819	$	28,608	$	870
Liabilities		1,108		2,813		2,293		2,480

Assets comprise primarily of accounts receivable, contract assets and other current assets. Liabilities comprise primarily of accounts payable and accrued expenses and other current liabilities and contract liabilities.

Statements of operations for the Company’s equity method investments consisted of:


	Three months ended March 31, 2025
	FCG			PDP		Karnival
Total revenues	$	6,271		$	7,222	$	—
(Loss) income from operations		(2,824	)		1,589		—
Net (loss) income		(2,977	)		948		68


	Three months ended March 31, 2024
	FCG		PDP		Karnival
Total revenues	$	14,927	$	7,455	$	—
Income from operations		1,579		1,330		—
Net income		1,803		954		178

Related party activity for FCG and PDP consisted of:


	Three months ended
	March 31, 2025				March 31, 2024
	FCG		PDP		FCG		PDP
Total revenues	$	6,064	$	9	$	14,756	$	21
Total expenses		1,820		1,003		82		992

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of:


	As of
	March 31, 2025		December 31, 2024
Audit and professional fees	$	22,556	$	20,696
Short term advance		3,000		—
Excise tax payable on FAST II stock redemptions		2,211		2,211
Accrued payroll and related expenses		2,171		1,461
Accrued interest		1,928		1,117
Demand note payable		50		50
Other		279		335
	$	32,195	$	25,870

Long-term debt and borrowing arrangements

Indebtedness consisted of:


	As of March 31, 2025						As of December 31, 2024
	Amount			Interest Rate			Amount			Interest Rate
$14.77 Term Loan – related party (due September 30, 2034)	$	14,765			8.00	%	$	14,765			8.00	%
$15 million revolving credit arrangement-related party (due September 30, 2034)		14,130			7.44	%		14,140			4.09	%
$7.22 million term loan – related party (due May 16, 2025)		7,221			11.75	%		7,221			9.34	%
€7 million term loan (due April 2027)		3,137			4.79	%		3,299			5.66	%
$1.25 million term loan – (due May 16, 2025)		1,250			11.75	%		1,250			9.35	%
€1.5 million term loan (due April 2026)		450			1.70	%		532			1.70	%
		40,953						41,207			—
Less: Current portion of long-term debt and short term debt		(10,388	)					(10,230	)		—
	$	30,565					$	30,977			—

The Company's debt is carried at amortized cost. Fair values are estimated based on quoted market prices for similar instruments.

The estimated fair value of the €7 million term loan, the $14.77 million term loan and the $15 million revolving credit arrangement as of March 31, 2025 was $2.8 million, $11.1 million, and $10.5 million, respectively. The Company considers its debt to be Level 2 in the fair value hierarchy.

The estimated fair value of the €7 million term loan, the $14.77 million term loan and the $15 million revolving credit arrangement as of December 31, 2024 was $3.1 million, $12.0 million, and $11.4 million, respectively. The Company considers its debt to be Level 2 in the fair value hierarchy.

As of March 31, 2025, the remaining commitment available under the Company’s related party revolving credit arrangements was as follows:


		Available Capacity


$15 million revolving credit arrangement (due September 30, 2034)		$	870

$15 million revolving credit arrangement

The Company has a revolving credit arrangement with Infinite Acquisitions Partners LLC (“Infinite Acquisitions”) for $15.0 million. The arrangement matures on September 30, 2034 and has an interest rate of the three-month Secured Overnight Financing Rate on the first day of the applicable quarter plus 2.75%.

€1.5 million term loan

In April 2020, the Company entered into a six-year €1.5 million Institute of Official Credit (ICO) term loan with a Spanish bank, with a fixed interest rate of 1.70%. The loan was interest only for the first twelve months, thereafter principal and interest is payable monthly in arrears.

€7 million term loan

In March 2019, the Company entered into an eight-year €7 million term loan with a Spanish bank, with interest at six-month Euribor plus 2.00%. The loan was interest only for the first eighteen months, thereafter principal and interest was payable monthly in arrears. The loan is collateralized by the Company’s investment in PDP.

$1.25 million term loan

Falcon's Opco has a one-year $1.25 million term loan with FAST Sponsor II, LLC (“FAST II Sponsor”). The loan bears interest at 11.75% per annum. Interest and principal payments were due February 28, 2025. The loan also required an additional payment of $0.5 million if the loan is not paid off by the due date. As of March 31, 2025, we have accrued interest and the additional $0.5 million commitment in interest expense included in the unaudited condensed consolidated statements of operations and comprehensive (loss) income. During April 2025, Falcon's Opco entered into the fourth loan amendment with FAST II Sponsor to amend the maturity date to May 16, 2025.

$7.22 million term loan

Falcon's Opco has a one-year $7.22 million term loan with FAST II Sponsor for $6.3 million and with Katmandu Ventures, LLC (“Katmandu Ventures”) for $0.9 million. The loan bears interest at 11.75% per annum. Interest and principal payments were due February 28, 2025. During April 2025, Falcon's Opco entered into the fourth loan amendment with FAST II Sponsor and Katmandu Ventures to amend the maturity date to May 16, 2025.

$14.77 million term loan

The Company has a ten-year $14.77 million term loan with Infinite Acquisitions. The loan matures on September 30, 2034 and bears interest at 8.00% per annum. Payments are interest only through September 2029, thereafter, principal and interest is payable quarterly in arrears.

Related party transactions

Accounts Receivable

The Company has a receivable from PDP for $0.3 million as of March 31, 2025 and December 31, 2024.

Accounts Payable

The Company reimburses certain audit and professional fees on behalf of PDP and Sierra Parima. There were $1.4 million unreimbursed audit and professional fees as of March 31, 2025 and December 31, 2024 related to PDP and Sierra Parima. The Company incurred expenses related to reimbursable audit and professional fees of $0 and $0.2 million for the three months ended March 31, 2025 and 2024, respectively.

Related party debt

The Company has various long-term debt instruments with Infinite Acquisitions. These loans had $0.5 million accrued interest as of March 31, 2025, and December 31, 2024. Loans with Katmandu Ventures, LLC had accrued interest of $0.1 million as of March 31, 2025, and December 31, 2024. Accrued interest is included within Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets.

Services provided to equity method investments

FCG has been contracted for various design, master planning, attraction design, hardware sales and commercial services for themed entertainment offerings by the Company’s equity method investments. Destinations Operations recognizes management and incentive fees from the Company’s equity method investments.

Intercompany Services Agreement between FCG and the Company

There was a $0 and $0.7 million accounts receivable balance outstanding as of March 31, 2025 and December 31, 2024 related to the Intercompany Services Agreement.

The Company recognizes related party revenue for corporate shared service support provided to FCG. The Company recognized $1.6 million and $1.5 million revenue related to services provided to FCG for the three months ended March 31, 2025 and 2024, respectively.

FCG also provides marketing, research and development, and other services to FBG. The Company owes FCG $0.4 million and $0.2 million related to these services as of March 31, 2025, and December 31, 2024, respectively. The Company and FCG have also incurred reimbursable costs on behalf of each other. The Company had $0.1 million in accounts payable and $0.7 million in accounts receivable to and from FCG related to reimbursable costs as of March 31, 2025 and December 31, 2024, respectively.

Subscription agreement with Infinite Acquisitions

Infinite Acquisitions irrevocably committed to invest $12.8 million in the Company. As of March 31, 2025, Infinite Acquisitions has not met its commitment.

Income taxes

The tax provisions for the three months ended March 31, 2025, and 2024 were computed using the estimated effective tax rates applicable to the taxable jurisdictions for the full year. The Company’s tax rate is subject to management’s quarterly review and revision, as necessary. The Company’s effective tax rate was 0% for the three months ended March 31, 2025 and 2024. The Company paid no income taxes for the three months ended March 31, 2025 and 2024, respectively.

The Company records a provision or benefit for income taxes on pre-tax income or loss based on its estimated effective tax rate for the year. Given the Company’s uncertainty regarding future taxable income, the Company maintains a full valuation allowance on its deferred tax assets.

Tax Receivable Agreement

On October 6, 2023, the partners of Falcon’s Opco at the time of the Acquisition Merger (“Exchange TRA Holders”), along with the Company (collectively the “TRA Holders”) entered into a Tax Receivable Agreement (“TRA Agreement”) with Falcon’s Opco that provides for the payment by Falcon’s Opco to the TRA Holders of 85% of the amount of tax benefits, if any, that it realizes, or in some circumstances, is deemed to realize, as a result of (i) future redemptions funded by Falcon’s Opco or exchanges, or deemed exchanges in certain circumstances, of common units of Falcon’s Opco for the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement (the “TRA Payment”). On October 24, 2024, the Company and Exchange TRA Holders entered into an Amendment to the Tax Receivable Agreement to clarify the rights of a TRA Holder that transfers units but does not assign the transferee its rights under the TRA Agreement with respect to such transferred units.

10.

Commitments and contingencies

Litigation — The Company is named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of business. The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss. As previously disclosed in the Company’s Annual Report, on March 27, 2024, a lawsuit was filed against the Company by Guggenheim Securities, LLC (“Guggenheim”) in which Guggenheim alleges that the Company owes certain fees and expenses of $11.1 million for services allegedly performed by Guggenheim in connection with the Business Combination consummated on October 6, 2023 (the “Guggenheim Complaint”). The Company has denied all liability in response to the Guggenheim Complaint. In addition, the Company filed counterclaims against Guggenheim for fraudulent inducement, breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty, negligence, fraudulent misrepresentation and negligent misrepresentation. Guggenheim moved to dismiss the counterclaims, and the Company opposed that motion. On April 11, 2025, the Company’s allegations for breach of contract were sufficient to maintain a claim against Guggenheim and the remainder of the Company’s counterclaims were dismissed with leave to replead. On May 5, 2025, the Company filed amended counterclaims against Guggenheim. The case is in its early stages, discovery has commenced, and the Court has set a

readiness for trial date for June 28, 2025. Solely as part of the Company’s accounting approach to transaction expenses related to the Business Combination, prior to the Company’s receipt of the Guggenheim Complaint, the Company accrued $11.1 million as of March 31, 2025 and December 31, 2024, within Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets, with respect to the alleged amended engagement agreement with Guggenheim. The Company intends to vigorously defend itself against the claims alleged in the Guggenheim Complaint and contest the amounts Guggenheim asserts are owed, and to pursue damages based on the Company’s counterclaims.

Indemnification — In the ordinary course of business, the Company enters into certain agreements that provide for indemnification by the Company of varying scope and terms to customers, vendors, directors, officers, employees, and other parties with respect to certain matters. Indemnification includes losses from breach of such agreements, services provided by the Company, or third-party intellectual property infringement claims. These indemnities may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments, in some circumstances, are not subject to a cap. As of March 31, 2025, and December 31, 2024, there were no known events or circumstances that have resulted in a material indemnification liability.

Commitments — The Company has entered into a commitment with The Hershey Licensing Company (“Hershey”) to develop venues themed with Hershey’s licensed trademarks and intellectual property in at least four locations by 2028. For each location, the Company is required to pay a one-time $0.3 million development fee and an on-going royalty fee of 6% of gross sales starting in the year 2025. The development fee is due no later than 12 months prior to the scheduled opening of the respective locations. As of March 31, 2025, the Company paid the $0.3 million development fee for one location. Under the agreement, the royalty is at minimum $0.3 million for the year 2025 and 85% of the previous year’s actual royalty paid for 2026 onward.

As of February 24, 2023, the Company has entered into a commitment with KIDS Licensing LLC (“KIDS”) to develop venues themed with KIDS’s licensed trademarks and intellectual property. The Company is required to pay a minimum royalty fee of minimum $0.1 million per year for the years 2024 through 2032.

As of March 31, 2025, the Company has unfunded commitments to its unconsolidated joint venture Karnival of $2.4 million (HKD 18.7 million).

11.

Segment information

The Company has four reportable operating segments, Falcon’s Creative Group, PDP, Destinations Operations and Falcon’s Beyond Brands. The Company’s Chief Operating Decision Makers ("CODM") is its Executive Chairman and Chief Executive Officer, who reviews financial information for purposes of making operating decisions, assessing financial performance, and allocating resources. Operating segments are organized based on product lines and, for our location-based entertainment, by geography. The CODM assesses the segments' performance by using each segments' (loss) income from operations, these results are used predominantly in the budgeting and forecasting process. The CODM considers segment results when making decisions about the allocation of operating and capital resources. Segment (loss) income from operations include costs directly attributable to the segment including project design and build expenses, selling, general and administrative expenses, research and development expenses, and the share of (loss) or gain from equity method investments, excluding impairments. Unallocated corporate expenses which include accounting, audit, and professional services fees that support external reporting activities, are presented as a reconciling item between total segment (loss) income from operations and the Company’s unaudited condensed consolidated financial statement results.

FCG provides master planning, media, interactive and audio production, project management, experiential technology and attraction hardware development services and attraction hardware sales on a work-for-hire model. For the purpose of assessing financial performance and making resource allocation decisions, the CODM reviews full FCG results as if FCG was consolidated, instead of only the share of FCG's equity method (loss) or gain. To reconcile total segment revenue to the Company's total consolidated revenue, FCG's segment revenue is eliminated. To reconcile Segment (loss) income from operations to the Company's consolidated net (loss) income before taxes, FCG's Segment (loss) income from operations is eliminated and the Company's share of FCG's equity method (loss) or gain is added. Prior quarter segment results for FCG have been recast to show FCG segment results on a comparable basis, as if it had been consolidated by the Company for the entire quarter.

PDP develops, owns and operates hotels, theme parks and retail, dining and entertainment venues. Destinations Operations provides development and management services for themed entertainment to PDP and new development opportunities, including our investment in Karnival. The Company collectively refers to the Destinations Operations, PDP as Falcon’s Beyond Destinations. Falcon’s Beyond Brands, which is utilized for the development and commercialization of Company owned and third-party intellectual property through consumer products and media.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.


	Three months ended March 31, 2025
	Falcon’s			Falcon's Beyond Destinations					Falcon's
	Creative Group			Destinations Operations			PDP		Beyond Brands			Segment Total
Revenue - external customers	$	6,271		$	—		$	—	$	86		$	6,357

Reconciliation of revenue
Revenue corporate unallocated													1,622
Revenue FCG													(6,271	)
Total consolidated revenue													1,708

Project design and build expense		(5,395	)		(15	)		—		(91	)
Selling, general and administrative		(3,368	)		(281	)		—		(1,407	)
Research and development expense		—			(118	)		—		—
Share of gain from equity method investments, excluding impairments		—			34			474		—
Segment (loss) income from operations		(2,492	)		(380	)		474		(1,412	)		(3,810	)


	Three months ended March 31, 2024
	Falcon’s			Falcon's Beyond Destinations					Falcon's
	Creative Group			Destinations Operations			PDP		Beyond Brands			Segment Total
Revenue - external customers	$	14,927		$	(2	)	$	—	$	—		$	14,925

Reconciliation of revenue
Revenue corporate unallocated													1,518
Revenue FCG													(14,927	)
Total consolidated revenue													1,516

Project design and build expense		(9,539	)		—			—		—
Selling, general and administrative		(3,480	)		(483	)		—		(663	)
Research and development expense		—			(16	)		—		—
Share of gain from equity method investments, excluding impairments		—			87			534		—
Segment income (loss) from operations		1,908			(414	)		534		(663	)		1,365

A reconciliation of segment loss from operations to net (loss) income before taxes is as follows:


	Three months ended
	March 31, 2025			March 31, 2024
Segment (loss) gain from operations	$	(3,810	)	$	1,365
Unallocated corporate overhead		(2,988	)		(4,129	)
Elimination FCG segment loss (income) from operations		2,492			(1,908	)
Share of (loss) income from FCG		(4,571	)		533
Transaction expenses		(1,521	)		(7	)
Credit loss expense		—			(12	)
Depreciation and amortization expense		(4	)		(1	)
Interest expense		(1,332	)		(269	)
Interest income		3			3
Change in fair value of warrant liabilities		2,886			208
Change in fair value of earnout liabilities		—			118,615
Foreign exchange transaction gain (loss)		752			(375	)
Net (loss) income before taxes	$	(8,093	)	$	114,023

12.

Fair value measurement

Assets and liabilities measured at fair value on a recurring basis are comprised of:


	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liabilities		4,711		—		—		4,711
	$	4,711	$	—	$	—	$	4,711

The warrant liability fair value is based on quoted market prices in active markets, and therefore is classified within Level 1 of the fair value hierarchy.

There were no transfers between Level 1 and Level 2, nor into and out of Level 3, during the period presented.

13.

Equity and net loss (income) per share

Authorized Capitalization

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.

Common Stock

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.

Preferred Stock

There are no outstanding shares of preferred stock as of March 31, 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
(amounts in thousands, except number of shares and amount per share)	March 31, 2025			March 31, 2024
Numerator:
Net (loss) income	$	(8,092	)	$	114,024
Net (loss) income attributable to noncontrolling interests		(4,415	)		96,855

Net (loss) income available to Class A common stockholders		(3,677	)		17,169
Adjustment for dilutive warrants		(1,325	)		—
Adjustment for dilutive earnout units at Falcon’s Beyond Global, LLC		—			(3,083	)
Dilutive net (loss) income attributable to Class A common stockholders	$	(5,002	)	$	14,086
Denominator:
Weighted average Class A common stock outstanding - basic		37,322,177			10,825,824
Adjustment for dilutive warrants		186,950			—
Adjustment for dilutive Class A earnout shares		—			225,000
Weighted average Class A common stock outstanding – diluted		37,509,127			11,050,824

Net (loss) income per Class A common share - basic:		(0.10	)		1.59
Net (loss) income per Class A common share – diluted:		(0.13	)		1.27

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
	March 31, 2025		March 31, 2024
Class A earnout shares		1,000,000		2,100,000
Class B earnout shares		39,000,000		81,900,000
Warrants to purchase common stock		—		5,198,420
RSUs		1,115,929		1,117,724

14.

Stock warrants

Prior to January 14, 2025, the warrants were classified as a liability and measured at fair value, with changes in fair value included in the unaudited condensed consolidated statements of operations and comprehensive (loss) income. The Warrant agreement was amended effective January 14, 2025. The amendment provides for the mandatory exchange of the Warrants for shares of Class A Common Stock at an exchange ratio of 0.25 shares of Class A Common Stock per Warrant, on October 6, 2028. The Warrants will not be exercisable and the holders of the Warrants will have no further rights except to receive shares of Class A Common Stock on October 6, 2028.

The remaining warrants meet the requirements for equity classification after the amendment. The Company adjusted the fair value of the warrants a final time on January 14, 2025, immediately prior to the amendment effective date. The total adjusted liability balance was reclassified into equity on January 14, 2025. After the reclassification to equity, the warrants do not require subsequent fair value measurement.

As of March 31, 2025, there are 5,177,089 warrants outstanding which will be exchanged for 1,294,272 shares of Class A Common Stock on October 6, 2028.

15.

Earnouts

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 unaudited condensed consolidated statements of operations and comprehensive (loss) 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.

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. After the reclassification to equity, the earnout shares do not require subsequent fair value measurement.

16.

Share-Based Compensation

The Company adopted a share-based compensation plan (the “Plan”) under which 1,115,929 RSUs are outstanding. Each vested Restricted Stock Unit represents the right to receive one Class A Common Share. Under the Plan, RSUs with service-based conditions may be granted to directors, officers, employees, and non-employees. RSUs were granted to employees of both the Company and FCG. However, FCG fully reimburses FBG for the compensation cost associated with these grants. As such, expenses related to the RSUs granted to employees of FCG do not represent a purchase of services or contribution to FCG.

The RSUs do not provide the grantee with an option to choose settlement in cash or stock. The holder of the RSU shall not be, nor have any of the rights or privileges of, a shareholder of the Company, including, without limitation, voting rights and rights to dividends, in respect to the RSUs and any shares underlying the RSUs and deliverable under the Plan unless and until such shares shall have been issued by the Company and held of record by such holder. A summary of the Plan’s RSUs award activity is as follows:


	Restricted Stock Units
Nonvested at January 1, 2025		1,077,498
Granted		62,000
Forfeited		(8,569	)
Vested		(15,000	)
Nonvested shares outstanding at March 31, 2025		1,115,929
Vested shares outstanding at March 31, 2025		—

The RSUs under the Plan generally vest over a six-month to five year period following the date of grant.

The RSUs granted under the Plan on February 7, 2025 vest one-third each year following the grant date.

The fair value of these RSUs is estimated based on the fair value of the Company’s common stock on the date of grant using the closing price on the day of grant.

The Company recognized stock-based compensation expense of $0.5 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively, which is included within selling, general and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive (loss) income. The $0.2 million and $0.2 million compensation cost for RSU’s granted to FCG employees for the three months ended March 31, 2025 and 2024, respectively, are recognized as a reimbursement from FCG and do not impact the Company’s unaudited condensed consolidated statements of operations and comprehensive (loss) income.

As of March 31, 2025 and December 31, 2024, stock-based compensation expense not yet recognized relating to nonvested awards was $9.6 million and $10.0 million, respectively, of which $3.1 million and $3.4 million relates to compensation cost for RSU’s granted to FCG employees, respectively. Stock compensation expense recognized by FCG is reimbursed to FBG.

17.

Subsequent events

The Company has evaluated subsequent events through May 15, 2025 and determined that there have been no events that have occurred that would require adjustments to our disclosures in the unaudited condensed consolidated financial statements except for the following:

During April 2025, Falcon's Opco entered into the fourth term loan amendment with FAST II Sponsor to amend the maturity date of its $1.25 million term loan to May 16, 2025.

During April 2025, Falcon's Opco entered into the fourth term loan amendment with FAST II Sponsor and Katmandu Ventures to amend the maturity date of its $7.22 million term loan to May 16, 2025.

The Company repaid $0.1 million net pursuant to the revolving credit arrangement with Infinite Acquisitions.

On May 9th, 2025, the Company purchased a certain tangible assets and portfolio of intellectual property, including patented technologies, proprietary engineering and manufacturing processes, from Oceaneering Entertainment Systems (“OES”), a division of Oceaneering International Inc. (“OII”) for $1.5 million. The Company also assumed the lease for a 106,000+ square-foot facility to be utilized by the Falcon’s Beyond Brands division for research, development, manufacturing, and integration of attraction sales and services. The Company has an option to acquire vehicle inventory and lifting assets on or before July 23, 2025, for an additional $7.5 million (“the Option”). If the Company chooses not to exercise the Option, the Company is required to pay an additional $0.5 million on expiry of the Option.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of financial condition and results of operations of the Company is provided to supplement the unaudited condensed consolidated financial statements and the accompanying notes of the Company as of and for the three months ended March 31, 2025, and 2024, included elsewhere in this Quarterly Report. We intend for this discussion to provide the reader with information to assist in understanding the Company’s unaudited condensed consolidated financial statements and the accompanying notes, the changes in those financial statements and the accompanying notes from period to period along with the primary factors that accounted for those changes. Certain information contained in this management’s discussion and analysis includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Please see “Cautionary Note Regarding Forward-Looking Statements,” in this Quarterly Report.

Overview of Business

The Company operates at the intersection of three potential high-growth business opportunities: content, technology, and experiences. We create immersive entertainment experiences by designing theme parks, developing engaging content, and bringing brands to life through innovative storytelling and technology. We aim to engage, inspire, and entertain people through our creativity and innovation, and to connect people with brands, with each other, and with themselves through the combination of digital and physical experiences. At the core of our business is brand creation and optimization, facilitated by our multi-disciplinary creative teams. The Company has three business divisions, which are conducted through four operating segments.

Our business divisions complement each other as we pursue our growth strategy: (i) the Company’s Falcon’s Creative Group division (“FCG”) creates master plans, designs attractions and experiential entertainment, and produces content, interactives and software; (ii) the Company’s Falcon’s Beyond Destinations division (“FBD”), consisting of Producciones de Parques, S.L., a joint venture between Falcon’s and Meliá Hotels International, S.A. (“Meliá”) (“PDP”), and Destinations Operations, develops a diverse range of entertainment experiences using both Falcon’s owned and third party licensed intellectual property, spanning location-based entertainment, dining, and retail; and (iii) the Company’s Falcon’s Beyond Brands division (“FBB”) endeavors to bring brands and intellectual property to life through animation, movies, licensing and merchandising, gaming, as well as ride and technology sales.

Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”). All amounts are shown in thousands of U.S. dollars unless otherwise stated.

The following reflects our results of operations for the three months ended March 31, 2025 and 2024.

Liquidity and Going Concern

The Company has been engaged in expanding its operations through its equity method investments, developing new product offerings, raising capital and recruiting personnel. The Company has incurred a loss from operations, and an accumulated deficit for the three months ended March 31, 2025. Accordingly, the Company performed an evaluation of its ability to continue as a going concern through at least twelve months from the date of the issuance of the interim unaudited condensed consolidated financial statements.

The Company’s development plans, and investments have been funded by a combination of cash flows from operations, debt and committed equity contributions from its stockholders, and the Company is reliant upon distributions from equity method investments, its stockholders, and third parties for obtaining additional financing through debt or equity raises to fund its working capital needs, contractual commitments, and expansion plans. As of March 31, 2025, the Company has accrued material amounts of expenses in relation to its external advisors, accountants and legal costs in relation to the Business Combination. As of March 31, 2025, the Company has a working capital deficiency of $(39.1) million which excludes debt maturing in the next 12 months. Additionally, the Company has $10.4 million in debt that is maturing in the next 12 months. The Company does not currently have sufficient cash or liquidity to pay liabilities that are owed or are maturing at this time and to fund ongoing operations. There can be no assurance that additional capital or financing raises, if completed, will provide the necessary funding for the next twelve months from the date of this Quarterly Report. This Quarterly Report does not reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

Results of Operations

The following comparisons are historical results and are not indicative of future results, which could differ materially from the historical financial information presented.

The following table summarizes our results of operations for the following periods:


	Three months ended
	March 31, 2025			March 31, 2024
Revenue	$	1,708		$	1,516
Expenses:
Project design and build expense		106			—
Selling, general and administrative expense		6,298			6,793
Transaction expenses		1,521			7
Credit loss expense		—			12
Research and development		118			16
Depreciation and amortization expense		4			1
Loss from operations		(6,339	)		(5,313	)
Share of (loss) gain from equity method investments		(4,063	)		1,154
Interest expense		(1,332	)		(269	)
Interest income		3			3
Change in fair value of warrant liabilities		2,886			208
Change in fair value of earnout liabilities		—			118,615
Foreign exchange transaction gain (loss)		752			(375	)
Net (loss) income before taxes	$	(8,093	)	$	114,023
Income tax benefit		1			1
Net (loss) income	$	(8,092	)	$	114,024

Revenue


	Three months ended
	March 31, 2025		March 31, 2024
Services transferred over time:
Shared services	$	1,622	$	1,516
Attraction sales and services		86		—
	$	1,708	$	1,516

Revenue increased $0.2 million to $1.7 million for the three months ended March 31, 2025, compared to $1.5 million for the three months ended March 31, 2024. The increase was driven by a $0.1 million increase in shared services provided by FBG to FCG and a $0.1 million increase as a result of a new attractions maintenance contract.

Project design and build expense

Project design and build expense was $0.1 million for the three months ended March 31, 2025, as a result of a new attractions maintenance contract.

Selling, general and administrative expense

Selling, general and administrative expense decreased by $0.5 million to $6.3 million for the three months ended March 31, 2025 compared to $6.8 million for the three months ended March 31, 2024. The decrease was primarily related to a $1.8 million decrease in audit fees and professional services fees. The decrease was partially offset by a $0.9 million increase in payroll, payroll taxes, and benefits for shared services headcount to support the expansion of the business, and a $0.4 million increase in office and administrative expenses.

Transaction expenses

The Company incurred $1.5 million transaction expenses for the three months ended March 31, 2025 related to a proposed underwritten offering of the Company's Class A common stock that was not completed.

Research and Development

Research and development was $0.1 million for the three months ended March 31, 2025, compared to $16 thousand for the three months ended March 31, 2024. The increase was primarily attributable to the development of a location based entertainment experience.

Share of gain or loss from equity method investments


	Three months ended
	March 31, 2025			March 31, 2024
PDP	$	474		$	534
Karnival		34			87
FCG		(4,571	)		533
	$	(4,063	)	$	1,154

Share of loss from equity method investments increased $5.3 million to $4.1 million loss for the three months ended March 31, 2025, compared to a $1.2 million income for the three months ended March 31, 2024. The change in loss from equity method investments was driven by:

•

PDP: Share of net income from PDP remained consistent for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The Company recognized its 50% share of PDP’s net income.

•

Karnival: Share of net income from Karnival decreased by less than $0.1 million for three months ended March 31, 2025 primarily driven by interest income.

•

FCG: Share of net loss from FCG was $4.6 million for the three months ended March 31, 2025. The Company recognizes 100% of net income, 9% preferred return to QIC and amortization of the basis difference on deconsolidation of FCG. FCG's net loss of $3.0 million for the three months ended March 31, 2025 was increased by adjustments of $1.6 million comprised of $0.8 million in accretion of preference dividend and fees, and $0.8 million in amortization of basis difference.

Interest expense

Interest expense increased by $1.0 million to $1.3 million for the three months ended March 31, 2025, compared to $0.3 million for the three months ended March 31, 2024 as a result of the increase in outstanding debt and interest rates on both short and long-term debt.

Change in fair value of warrant liability

Gain due to change in fair value of warrant liabilities increased $2.7 million to $2.9 million for three months ended March 31, 2025, compared to $0.2 million for the three months ended March 31, 2024 driven by the decrease in the market value of the Warrants for the three months ended March 31, 2025. As of March 31, 2025, all warrants have been reclassified to equity and will not require subsequent fair value measurement. See Note 14 – Stock warrants in the Company’s unaudited condensed consolidated financial statements.

Change in fair value of earnout liability

As of December 31, 2024, all EBITDA and revenue based earnout shares have been earned or forfeited. The remaining earnout shares based on Company stock price targets were reclassified to equity and do not require subsequent fair value measurement. As a result, there was no change in fair value of earnout liabilities incurred three months ended March 31, 2025.

Gain due to change in fair value of earnout liability was $118.6 million for the three months ended March 31, 2024, driven by a decrease in the market price of the Company’s stock between December 31, 2023 and March 31, 2024.

Foreign exchange transaction gain (loss)

Foreign exchange transaction gain increased $1.2 million to a $0.8 million gain for the three months ended March 31, 2025, compared to a $(0.4) million loss for the three months ended March 31, 2024. The increase was primarily attributable to the unrealized foreign exchange gain on U.S. denominated related party debt with a Spanish subsidiary as the U.S. dollar weakened against the Euro during the three months ended March 31, 2025 and strengthened against the Euro during the three months ended March 31, 2024.

Segment Reporting

The following table presents selected information about our segments’ results:


	Three months ended
	March 31, 2025			March 31, 2024
Revenues:
Falcon’s Creative Group	$	6,271		$	14,927
Destinations Operations		—			(2	)
Falcon’s Beyond Brands		86			—
Falcon’s Creative Group deconsolidation		(6,271	)		(14,927	)
Unallocated corporate revenue		1,622			1,518
Total revenue		1,708			1,516
Segment (loss) income from operations:
Falcon’s Creative Group		(2,492	)		1,908
Destinations Operations		(380	)		(414	)
PDP		474			534
Falcon’s Beyond Brands		(1,412	)		(663	)
Total segment (loss) income from operations		(3,810	)		1,365
Unallocated corporate overhead		(2,988	)		(4,129	)
Elimination FCG segment loss (income) from operations		2,492			(1,908	)
Share of (loss) income from FCG		(4,571	)		533
Transaction expense		(1,521	)		(7	)
Credit loss expense		—			(12	)
Depreciation and amortization expense		(4	)		(1	)
Interest expense		(1,332	)		(269	)
Interest income		3			3
Change in fair value of warrant liabilities		2,886			208
Change in fair value of earnout liabilities		—			118,615
Foreign exchange transaction gain (loss)		752			(375	)
Net (loss) income before taxes	$	(8,093	)	$	114,023
Income tax benefit		1			1
Net (loss) income	$	(8,092	)	$	114,024

Total segment loss from operations increased $5.2 million to a ($3.8) million loss for the three months ended March 31, 2025, compared to $1.4 million income for the three months ended March 31, 2024, due to the following:

•

FCG segment loss for the three months ended March 31, 2025, increased $4.4 million to $(2.5) million loss as compared to income of $1.9 million in the three months ended March 31, 2024, primarily as a result of a decrease in revenues and a decrease in margins on certain current long-term contracts. The net loss was increased by adjustments of $(1.6) million comprised of $(0.8) million in accretion of preference dividend and fees, and $(0.8) million in incremental amortization on the intangible assets on the difference between the Company’s share of net assets measured at fair value and FCG’s carrying value.

FCG recorded revenues of $6.3 million in the three months ended March 31, 2025, representing a decrease of $8.6 million or 58% over the three months ended March 31, 2024 as a result of the timing on certain contracts' performance.

As previously announced on January 18, 2024, FCG entered into a consultancy agreement with QIC to provide a Dragon Ball theme park over the course of approximately two years. FCG recognized $4.7 million and $9.8 million in revenue relating to this Dragon Ball consultancy agreement during the three months ended March 31, 2025 and 2024, respectively.

FCG recorded project design and build expense of $5.4 million in three months ended March 31, 2025, representing a decrease of $4.1 million or 43% over the three months ended March 31, 2024 as a result of the decrease in project revenues partially offset by a decline in project gross margins on certain design projects.

FCG recorded operating loss of $(2.8) million, and net loss of $(3.0) million during the three months ended March 31, 2025, compared to an operating income of $1.6 million and net income of $(1.8) million for the three months ended March 31, 2024.

•

Destinations Operations segment loss from operations for the three months ended March 31, 2025, remained consistent compared to the three months ended March 31, 2024.

•

PDP segment income remained consistent for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

•

FBB segment loss from operations for the three months ended March 31, 2025 increased $0.7 million to $(1.4) million compared to $(0.7) million for the three months ended March 31, 2024. The increase is primarily as a result of selling, general and administrative expense increase of $0.7 million in payroll related costs to develop the Destinations Operations division.

Reportable segment measures of profit and loss are earnings before interest, foreign exchange gains and losses, unallocated corporate expenses, impairments and depreciation and amortization expense. Results of operating segments include costs directly attributable to the segment including project costs, payroll and payroll-related expenses and overhead directly related to the business segment operations. Unallocated corporate overhead costs include costs related to accounting, audit, and corporate legal expenses. Unallocated corporate overhead costs are presented as a reconciling item between total income (losses) from reportable segments and the Company’s unaudited condensed consolidated financial results. For more information about our Segment Reporting, see Note 11 – Segment information in the Company’s unaudited condensed consolidated financial statements.

Non-GAAP Financial Measures

We prepare our unaudited condensed consolidated financial statements in accordance with US GAAP. In addition to disclosing financial results prepared in accordance with US GAAP, we disclose information regarding Adjusted EBITDA which is a non-GAAP measure. We define Adjusted EBITDA as net (loss) income, determined in accordance with US GAAP, for the period presented, before net interest and expense, income tax expense, depreciation and amortization, transaction expenses related to the business combination, credit loss expense related to the closure of the Sierra Parima Katmandu Park, share of equity method investee’s impairment of fixed assets, impairment of equity method investments, change in fair value of warrant liabilities, change in fair value of earnout liabilities and intangible asset impairment loss.

We believe that Adjusted EBITDA is useful to investors as it eliminates the non-cash depreciation and amortization expense that results from our capital investments and intangible assets recognized in any business combination and improves comparability by eliminating the interest expense associated with our debt facilities and eliminating the change in fair value of warrant and earnout liabilities, which may not be comparable with other companies based on our structure.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are (i) it does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) it does not reflect changes in, or cash requirements for, our working capital needs, (iii) it does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements, (v) it does not adjust for all non-cash income or expense items that are reflected in our statements of cash flows, and (vi) other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

The following table sets forth reconciliations of net loss under US GAAP to Adjusted EBITDA for the following periods:


	Three months ended
	March 31, 2025			March 31, 2024
Net (loss) income	$	(8,092	)	$	114,024
Interest expense		1,332			269
Interest income		(3	)		(3	)
Income tax benefit		(1	)		(1	)
Depreciation and amortization expense		4			1
EBITDA		(6,760	)		114,290
Transaction expenses		1,521			7
Credit loss expense related to the closure of the Sierra Parima Katmandu Park		—			12
Change in fair value of warrant liabilities		(2,886	)		(208	)
Change in fair value of earnout liabilities		—			(118,615	)
Adjusted EBITDA	$	(8,125	)	$	(4,514	)

Adjusted EBITDA loss increased by $3.6 million from $(4.5) million loss to $(8.1) million loss for the three months ended March 31, 2025, primarily driven by an increase of $5.3 million in the share of loss from equity method investments and a decrease of $0.5 million and selling, general, and administrative expense. These increases were partially offset by increases in foreign exchange transaction gain of $1.2 million.

FCG prepares standalone consolidated financial statements in accordance with US GAAP. In addition to disclosing FCG's standalone financial results prepared in accordance with US GAAP, we disclose information regarding FCG's standalone Adjusted EBITDA which is a non-GAAP measure. FCG defines Adjusted EBITDA as net (loss) income, determined in accordance with US GAAP, for the period presented, before net interest and expense, income tax expense and depreciation and amortization.

FCG believes that Adjusted EBITDA is useful to investors as it eliminates the non-cash depreciation and amortization expense that results from FCG's capital investments and intangible assets recognized in any business combination and improves comparability by eliminating the interest expense associated with our debt facilities, which may not be comparable with other companies based on our structure.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of FCG's standalone results as reported under US GAAP. Some of these limitations are (i) it does not reflect FCG's cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) it does not reflect changes in, or cash requirements for, FCG's working capital needs, (iii) it does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on FCG's debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements, (v) it does not adjust for all non-cash income or expense items that are reflected in FCG's statements of cash flows, and (vi) other companies in our industry may calculate these measures differently than FCG does, limiting their usefulness as comparative measures.

The following table sets forth reconciliations of net (loss) income for FCG under US GAAP to Adjusted EBITDA for the following periods:


	Three months ended
	March 31, 2025			March 31, 2024
Net (loss) income	$	(2,977	)	$	1,803
Interest expense		160			157
Interest income		(2	)		(5	)
Income tax expense (benefit)		11			(14	)
Depreciation and amortization expense		332			330
EBITDA and Adjusted EBITDA	$	(2,476	)	$	2,271

Adjusted EBITDA decreased by $4.7 million from $2.3 million gain to $(2.5) million loss for the three months ended March 31, 2025, primarily driven by a decrease in revenues of $8.6 million; partially offset by a decrease in project design and build expenses of $4.1 million. As of March 31, 2025, the contracted pipeline for FCG was $48.5 million.

Liquidity and Capital Resources

Sources and Uses of Liquidity

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations. Our primary short-term cash requirements are to fund working capital, short-term debt, acquisitions, contractual obligations and other commitments. Our medium-term to long-term cash requirements are to service and repay debt and to invest in facilities, equipment, technologies, location-based entertainment, media production and research and development for growth initiatives. Our principal sources of liquidity are funds from borrowings, equity contributions from our existing investors, distributions from equity method investees and cash on hand.

As of March 31, 2025, our total indebtedness was approximately $41.0 million. We had approximately $1.1 million of cash and $0.9 million available for borrowing under our lines of credit.

We anticipate managing our operations to ensure that our existing cash on hand and unused capacity on our existing lines of credit, along with distributions from equity method investees, additional debt and equity capital raises, and reviewing our portfolio of assets to provide additional liquidity over the next twelve months to meet our short-term needs. Currently, we do not have sufficient cash from operations and unused capacity to meet the next twelve months of our operations.

For the three months ended March 31, 2025, we have operational losses and accumulated deficits that raise substantial doubt about our ability to continue as a going concern. As of March 31, 2025, we have $32.2 million of accrued expenses and other current liabilities, which include $22.6 million of transaction and other related professional fees, $3.0 million short term advance, $2.2 million of excise tax payable on FAST II stock redemptions, $2.2 million of accrued payroll and related expenses, and approximately $2.2 million of other accrued expenses and current liabilities. The transaction expenses are actively being negotiated, and actual settlement may vary from the amounts recorded. Additionally, as of March 31, 2025, we have unfunded commitments to Karnival of $2.4 million (HKD 18.7 million), to be used for the purpose of constructing the Vquarium Entertainment Centers in Hong Kong.

Our capital requirements will depend on many factors, including the timing and extent of spending to support our research and development efforts, investments in technology, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features. In addition, we expect to incur additional costs as a result of operating as a public company. We expect our capital expenditures and working capital requirements to increase materially in the near future. Our ability to generate cash in the future depends on our financial results which are subject to general economic, financial, competitive, legislative and regulatory factors that may be outside of our control. Our future access to, and the availability of credit on acceptable terms and conditions, is impacted by many factors, including capital market liquidity and overall economic conditions. In the event that additional financing is required from outside sources, we cannot be sure that any additional financing will be available to us on acceptable terms if at all. If we are unable to raise additional capital when desired, our business, operating results, and financial condition could be adversely affected. See the section of our Annual Report titled “Risk Factors – We will require additional capital, which additional financing may result in restrictions on our operations or substantial dilution to our stockholders, to support the growth of our business, and this capital might not be available on acceptable terms, if at all.”

Contractual and Other Obligations

Tax Receivable Agreement

In connection with the Closing of the Business Combination, the Company entered into the Tax Receivable Agreement with Falcon’s Opco, the TRA holder representative, certain members of Falcon’s Opco (the “TRA Holders”) and other persons from time-to-time party thereto. Pursuant to the Tax Receivable Agreement, among other things, the Company is required to pay to each TRA Holder 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of the increases in tax basis resulting from any exchange of new Falcon’s Opco units for Class A Common Stock or cash in the future and certain other tax benefits arising from payments under the Tax Receivable Agreement. In certain cases, the Company’s obligations under the Tax Receivable Agreement may accelerate and become due and payable, based on certain assumptions, upon a change in control and certain other termination events, as defined in the Tax Receivable Agreement. On October 24, 2024, the Company and Exchange TRA Holders entered into an Amendment to the Tax Receivable Agreement to clarify the rights of a TRA Holder that transfers units but does not assign the transferee its rights under the TRA Agreement with respect to such transferred units.

Commitments

Partnership with Raging Power Limited

Pursuant to the terms of our joint venture agreement with Raging Power, Falcon’s and Raging Power are each required to provide funding to Karnival in the form of non-interest-bearing advances, which will be repaid based on a percentage of gross revenues from the operation of the themed virtual ocean adventure attraction we are developing at the new 11 SKIES complex adjacent to the Hong Kong Airport. Accordingly, the joint venture agreement provides that we receive 16.6% to 20.6% of gross revenue of such location. As of March 31, 2025, we have unfunded commitments to Karnival of $2.4 million (HKD 18.7 million).

Transaction costs

Pursuant to the Business Combination during the year ended December 31, 2023, the Company received net cash proceeds from the Business Combination totaling $0.9 million, net of $1.3 million of FAST II transaction costs and $1.6 million of Falcon’s Opco transaction costs paid at Closing. FAST II and Falcon’s Opco transaction costs related to the Business Combination of $6.3 million and $15.7 million, respectively, are not yet settled as of March 31, 2025, and the Company is actively negotiating to settle them over the next 24 months. These transaction costs are recorded in accrued expenses. Negotiations regarding the terms of the costs yet to be settled are still ongoing and may change materially from these amounts accrued.

The Company is named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of business. As previously disclosed in the Company’s Annual Report, on March 27, 2024, a lawsuit was filed against the Company by Guggenheim Securities, LLC (“Guggenheim”) in which Guggenheim alleges that the Company owes certain fees and expenses of $11.1 million for services allegedly performed by Guggenheim in connection with the Business Combination consummated on October 6, 2023 (the “Guggenheim Complaint”). The Company has denied all liability in response to the Guggenheim Complaint. In addition, the Company filed counterclaims against Guggenheim for fraudulent inducement, breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty, negligence, fraudulent misrepresentation and negligent misrepresentation. Guggenheim moved to dismiss the counterclaims, and the Company opposed that motion. On April 11, 2025, the Company's allegations for breach of contract were sufficient to maintain a claim against Guggenheim and the remainder of the Company's counterclaims were dismissed with leave to replead. On May 5, 2025, the Company filed amended counterclaims against Guggenheim. The case is in its early stages, discovery has commenced, and the Court has set a readiness for trial date for June 28, 2025. Solely as part of the Company’s accounting approach to transaction expenses related to the Business Combination, prior to the Company’s receipt of the Guggenheim Complaint, the Company accrued $11.1 million as of March 31, 2025 and December 31, 2024, with respect to the alleged amended engagement agreement with Guggenheim. The Company intends to vigorously defend itself against the claims alleged in the Guggenheim Complaint and contest the amounts Guggenheim asserts are owed, and to pursue damages based on the Company's counterclaims.

Related Party Loans

The Company has entered into various financing agreements with Infinite Acquisitions and Katmandu Ventures, LLC (“Katmandu Ventures”). As of March 31, 2025, we have aggregate outstanding balances of $28.9 million and $0.9 million under these financing agreements. The loans with Katmandu ventures were modified on April 16, 2025 to extend the maturity date to May 16, 2025.

For more information regarding our related party transactions, see Note 6 — Long-term debt and borrowing arrangements and Note 7 — Related party transactions in the Company’s unaudited condensed consolidated financial statements.

Cash Flows

The following table summarizes our cash flows for the period presented:


	Three months ended
	March 31, 2025			March 31, 2024
Cash provided by (used in) operating activities	$	945		$	(3,768	)
Cash used in investing activities		(90	)		(2,096	)
Cash (used in) provided by financing activities		(601	)		6,231

Cash Flows from Operating Activities

Our cash flows used in operating activities are primarily driven by transaction, legal and professional fees associated with public company compliance costs and corporate overhead activities.

Cash provided by operating activities for the three months ended March 31, 2025, was $0.9 million compared to $(3.8) million for the three months ended March 31, 2024, representing a $4.7 million decrease in cash used in operating activities due to timing of payments.

Cash Flows from Investing Activities

Our primary investing activities consisted of the purchase and sale of property, plant and equipment. Net cash used in investing activities was $(0.1) million during the three months ended March 31, 2025, compared to $(2.1) million net cash used by investing activities during the three months ended March 31, 2024, primarily related to a decrease of $2.1 million in advances made to unconsolidated joint ventures.

Cash Flows from Financing Activities

Net cash used by financing activities increased to $(0.6) million in the three months ended March 31, 2025, compared to $6.2 million cash provided by financing activities in the three months ended March 31, 2024. The increase consisted primarily of $5.2 million decrease in net proceeds from related party loans and $1.3 million decrease in net repayments on third party loans.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

This item is not applicable as we are a smaller reporting company.

Item 4. Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”)) as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2025, our disclosure controls and procedures were not effective due to the identification of material weaknesses in our internal control over financial reporting.

Previously Reported Material Weaknesses

As previously disclosed in Part II Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2023 and Part II Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024, in connection with the preparation and audit of the 2023 consolidated financial statements, management concluded that material weaknesses existed in the Company’s internal control over financial reporting with respect to the Company’s Risk Assessment, Control Activities, Monitoring, Control Environment and Information and Communication. These material weaknesses continue to exist as of March 31, 2025.”

Remediation Efforts

We are in the process of implementing measures designed to improve our internal control over financial reporting and remediate the deficiencies that led to the material weaknesses discussed above. Our detailed remediation plans, which are currently in process, include the following actions:

•

We have engaged a third-party consulting firm to accelerate our risk assessment based on the criteria established in the COSO framework and to support in the design, implementation and documentation of controls to ensure timely and accurate financial reporting.

•

We have designed and implemented systems and controls to enable effective and timely review of period end close procedures, and accounting review processes.

•

We have engaged a third-party global consulting firm to enhance our review of significant accounting transactions and other new technical accounting and financial reporting issues and preparing and reviewing accounting memoranda. We have hired

additional qualified accounting and financial reporting personnel to support the nature, growth and complexity of our business.

•

We are in the process of designing and implementing controls and documentation segregation of duties over information technology systems used to create or maintain financial reporting records.

In addition, as we continue to evaluate and work to improve our internal control over financial reporting, management may decide to take additional measures to address control deficiencies or determine to modify our remediation plan.

In light of the material weaknesses discussed above, we performed additional procedures to ensure that our consolidated financial statements included in this Quarterly Report were prepared in accordance with U.S. GAAP. Following such additional procedures, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in this Quarterly Report, in conformity with U.S. GAAP.

Changes in Internal Control over Financial Reporting

Except as otherwise described herein, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report there have been no material changes to the risk factors disclosed in the Annual Report. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report:


31.1*		Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a).
31.2*		Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a).
32.1**		Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
32.2**		Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: May 15, 2025	FALCON’S BEYOND GLOBAL, INC.
	(Registrant)

	By	/s/ Joanne Merrill
		Joanne Merrill
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer and Authorized Signatory)