▸ A change of control could trigger defaults under our debt agreements.· ● 1 ▸ Adverse developments affecting the financial services industry could adversely affect our business.· ● 1 ▸ An economic downturn in NYC or reduction in discretionary spending could adversely affect our business.· ● 1 ▸ Any unexpected events, including terrorist attacks, natural disasters and other disruptions may harm our results of operations and your investment.· ● 1 ▸ Aspects of our business depends on the continued operation of the MRP+ program, and any adverse changes to the program could harm our business.· ● 1 ▸ Changes in interest rates could adversely affect our cost of capital on future borrowings, the fair value of our loan portfolio, and our net interest income.· ● 1 ▸ Changes in prevailing interest rates could adversely affect our business, cost of capital, and net interest income.· ● 1 ▸ Changes in taxicab regulations that result in the issuance of additional medallions or increases in operating expenses could decrease the value of our assets.· ● 1 ▸ Changes in the regulations and interpretations of existing regulations applicable to small business lending could negatively impact our business.· ● 1 ▸ Cross-default provisions in our debt agreements may cause all of our outstanding indebtedness to become immediately due and payable as a result of a default under a single debt instrument.· ● 1 ▸ Current regulations or proposed regulations in the State and City of New York that are favorable to taxicabs may change or cease to be in effect, which could negatively impact our business.· ● 1 ▸ Decreases in the value of our medallion loan collateral, including the impact on loans in process of foreclosure, have had, and may continue to have, a material adverse effect on our business.· ● 1 ▸ Delinquency and default rate triggers in the Revolving Facility Loan Agreement could cause early amortization of the Revolving Facility, which could adversely affect our liquidity.· ● 1 ▸ Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets may result in volatility of our operating results and adversely affect our financial condition.· ● 1 ▸ Fluctuations in our tax obligations and effective tax rate may result in volatility of operating results.· ● 1 ▸ Geopolitical instability, including armed conflict in the Middle East, could result in oil supply disruptions and increased fuel prices, which would adversely affect driver economics, fleet utilization, and the value of our medallion assets.· ● 1 ▸ If either our common stock or our warrants are delisted from OTCQX, they would instead be quoted on the OTCQB, a lower tier of the OTC Markets.· ● 1 ▸ If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, the price or trading volume of our securities could decline.· ● 1 ▸ If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our reported financial information and this may lead to a decline in our stock price.· ● 1 ▸ Lending to individual taxi owners/operators, taxi fleet operators or passive investors involves a high degree of business and financial risk, which can result in substantial losses and should be considered speculative.· ● 1 ▸ MCC has provided performance and other guaranties in connection with our financing arrangements, which could adversely affect our financial condition if our subsidiaries fail to perform their obligations.· ● 1 ▸ Medallion values remain substantially below historical peak levels and adverse developments could cause values to deteriorate from current stabilized levels, which could adversely affect our business, collateral values and results of operations.· ● 1 ▸ Medallion values remain substantially below historical peak levels and adverse developments could cause values to deteriorate from current stabilized levels, which could adversely affect our business, collateral values, and results of operations.· ● 1 ▸ Misconduct by current or former affiliates’ employees and service providers could expose us to significant legal liability and reputational harm.· ● 1 ▸ Our Mini Corps vehicle financing is subject to risks related to vehicle depreciation, maintenance, and other factors that could adversely affect the value of the vehicle collateral.· ● 1 ▸ Our business and loan portfolio are concentrated in the NYC taxi medallion industry, which subjects us to heightened risk from industry-specific downturns.· ● 1 ▸ Our business is concentrated in taxi medallion loans, taxicab operations and related assets, and adverse developments in the taxi industry could materially adversely affect our business.· ● 1 ▸ Our business is heavily reliant on the services provided by our Manager and Field Point, and any disruption to them or to our relationship with either of them could adversely affect our business.· ● 1 ▸ Our business may be negatively impacted by imposed tariffs on imports from foreign countries.· ● 1 ▸ Our debt agreements contain financial and other restrictive covenants that limit our operational and financial flexibility.· ● 1 ▸ Our executive officers, directors, and Manager may allocate time to other businesses, causing potential conflicts of interest.· ● 1 ▸ Our failure to comply with the financial covenants in our debt agreements could result in acceleration of our outstanding indebtedness and material adverse consequences for our business.· ● 1 ▸ Our fleet operations are subject to operational and growth risks, and if we are unable to continue to grow Signal Taxi’s fleet, our operating results and the value of our Owned Medallions could be adversely affected.· ● 1 ▸ Our hedging arrangements expose us to certain risks, including counterparty credit risk and the risk that our hedges may not be effective.· ● 1 ▸ Our non-MRP+ loan portfolio carries elevated non-accrual rates, and deterioration in credit performance or failure of our restructuring efforts could result in significant loan losses.· ● 1 ▸ Our operations depend on information technology systems, and cybersecurity threats could disrupt our business, harm our reputation, and expose us to liability.· ● 1 ▸ Our reliance on our service providers to conduct our operations will be a significant expense and could limit the amount of our free cash flow.· ● 1 ▸ Our securities are thinly traded and largely illiquid.· ● 1 ▸ Our special-purpose entity structure is subject to various restrictions and could be impaired.· ● 1 ▸ Present and potential conflicts of interest could arise between us and our Manager, executive officers, directors, or entities affiliated with them.· ● 1 ▸ Public health crises, natural disasters, terrorist attacks, or other catastrophic events could harm our operations and profitability.· ● 1 ▸ Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.· ● 1 ▸ Regulatory changes, including changes in capital adequacy requirements, could increase our cost of borrowing and adversely affect our business.· ● 1 ▸ Resales of shares by the Manager and other significant stockholders pursuant to registration rights could depress the market price of our securities.· ● 1 ▸ group Risks Related to Legal and Regulatory Matters· ● 1 ▸ group Risks Related to Market, Competition, and the Mobility Industry· ● 1 ▸ group Risks Related to Our Externalized Management and Corporate Structure· ● 1 ▸ group Risks Related to Our Guaranty Obligations and Corporate Structure· ● 1 ▸ group Risks Related to Our Indebtedness and Financing Arrangements· ● 1 ▸ group Risks Related to Our Taxi Business and Collateral· ● 1 ▸ group Risks Related to Regulation, Cybersecurity, and Litigation· ● 1 ▸ group Risks Relating to an Investment in Our Securities· ● 1 ▸ September 3, 2025, our warrants regained compliance with the Minimum Bid Rule and remain in compliance with the Minimum Bid Rule as of the date of this Annual Report.· ● 1 ▸ The Manager controls a significant percentage of our outstanding voting power and can significantly influence corporate actions.· ● 1 ▸ The acquisition of TML IV LLC exposes us to risks related to the taxi medallion lending business and the integration of this acquired business.· ● 1 ▸ The mobility industry is highly competitive, with many well-established, low-cost alternatives that could adversely impact our business and the ability of our borrowers to repay their loans.· ● 1 ▸ The recognition of a significant deferred tax liability in connection with the Business Combination may result in material future cash tax obligations and adversely affect our reported financial results.· ● 1 ▸ We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not· ● 1 ▸ We are exposed to interest rate risk under our revolving loan facility, and an increase in interest rates could increase our debt service obligations and adversely affect our results of operations.· ● 1 ▸ We are subject to anti-corruption, anti-money laundering, and sanctions compliance requirements, and any violations could result in significant penalties and reputational harm.· ● 1 ▸ We are subject to extensive reporting requirements and audit obligations that could be burdensome and costly.· ● 1 ▸ We cannot remove our Manager solely for poor performance, and our Manager may resign on 180 days' notice, which could result in disruption to our operations.· ● 1 ▸ We face significant expenses and administrative burdens as a public company, which could have a material adverse effect on our business, financial condition and results of operations.· ● 1 ▸ We have substantial indebtedness, which could adversely affect our financial condition, limit our ability to raise additional capital, and restrict our operational flexibility.· ● 1 ▸ We may be exposed to risks related to our securities and confidential information.· ● 1 ▸ We may be required to register as an investment company if we are unable to maintain an applicable exemption.· ● 1 ▸ We may become subject to the Investment Company Act, which could impose significant registration and compliance costs.· ● 1 ▸ We rely on a limited number of third-party insurance service providers, and if such providers fail to meet our expectations or if we cannot maintain these relationships, our business could be adversely affected.· ● 1 ▸ Act as a company primarily engaged in the business of (i) purchasing and otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance and● · 1 ▸ Act which, among other things: (i) imposes certain limitations on our ability to share nonpublic personal information about our customers with nonaffiliated third parties; (ii) requires that we provide certain disclosures to borrowers● · 1 ▸ Although we have conducted due diligence on DePalma, we cannot assure you that this diligence revealed all material issues that may be present● · 1 ▸ American Transit Insurance Company (“American Transit”), the largest liability insurer of● · 1 ▸ group An actual or perceived breach of our security systems or those of● · 1 ▸ Andrew Milgram, Paul Arrouet and their affiliates are not restricted from owning assets or engaging in businesses that compete directly or● · 1 ▸ group Any new business initiatives and strategies we may pursue in● · 1 ▸ Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to● · 1 ▸ Any such access, disclosure, destruction or other loss of information could result in legal claims or proceedings,● · 1 ▸ As a public company, we are required pursuant to Section 404 of the Sarbanes-Oxley Act to furnish a report by management on, among other● · 1 ▸ As of December 31, 2024, 46% of our NYC Non-MRP+ medallion loan portfolio was in default based on the number of medallions that are collateral for the loans. While historically we have been successful in restructuring, reperforming or● · 1 ▸ As of December 31, 2024, 79% of our current New York City medallion loans based on the number of NYC taxi medallions that are either● · 1 ▸ As of the date of this Annual Report on Form 10-K, the transfer of ownership has not yet● · 1 ▸ group At the time the Merger closed,● · 1 ▸ At the time the Merger closed, we were unable to meet Nasdaq’s round lot requirement for initial listing and, as a result, are planning to list its● · 1 ▸ Autonomous vehicle technologies may have the ability to meaningfully impact the taxi and ride share industry. Several companies are developing● · 1 ▸ Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.● · 1 ▸ Business Functions and our business, reputation and financial condition.● · 1 ▸ CBD Tolling Program effective March 21, 2025, prompting New York’s Metropolitan Transportation Authority to file a lawsuit challenging the move, arguing that the Trump administration’s move to unilaterally end congestion pricing is● · 1 ▸ Certain of our directors and executive officers are and are expected to continue to be members of the Manager.● · 1 ▸ Certain other companies managed by our Manager or its affiliates, Field Point and other● · 1 ▸ group Changes in taxicab industry regulations that result in the● · 1 ▸ Changes in the laws or regulations applicable to us may negatively impact the● · 1 ▸ group Changes in the regulations and interpretations of existing regulations● · 1 ▸ group Changes to Septuagint, our operating● · 1 ▸ Combination. As long as the Manager beneficially owns or controls a significant percentage of our outstanding voting power, it will have the ability to significantly influence all corporate actions requiring stockholder approval, including the● · 1 ▸ Companies may resolve DePalma I’s lending relationship through negotiating a resolution with the owners of Kirie Eleison that (i) removes Kirie Eleison as an owner and joint-venture partner in Septuagint and/or (ii) results in● · 1 ▸ Compliance with current or future privacy, data protection, and information security laws● · 1 ▸ Current and former employees of our affiliates and our service providers could engage or could have engaged in misconduct that adversely● · 1 ▸ Currently, the aggregate number of medallions in NYC is capped at the current status quo, and thus our share of the medallion market remains● · 1 ▸ DePalma I and DePalma II and their independent registered public accounting firm identified a material weakness in the design of internal controls over the financial statement closing process due to the lack of appropriate resources to● · 1 ▸ DePalma I and DePalma II have not been subject to SEC reporting, PCAOB auditing standards or the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). Historically, DePalma I and DePalma II were subject to AICPA● · 1 ▸ DePalma I and DePalma II’s financial statements relating to the misapplication of reporting as an investment company in accordance with Accounting Standards Codification (“ASC”), Financial Services –● · 1 ▸ DePalma I and DePalma II’s operations and compliance with all the applicable regulatory requirements.● · 1 ▸ DePalma I regarding the Non-MRP+ Loans could adversely impact DePalma II’s current operating relationship with Septuagint and the potential termination of the OSA and wind down of Septuagint. The DePalma● · 1 ▸ DePalma II continues to monitor Septuagint’s ability to pay its medallion lease payment obligations, as well as its working capital note● · 1 ▸ DePalma II entered into agreements with Septuagint which grant Septuagint the exclusive right to operate or sublease medallions● · 1 ▸ DePalma II have identified a material weakness in their internal control over financial reporting. If we are unable to remediate the material weakness, or if other control deficiencies are identified, we may not be able to report our financial● · 1 ▸ DePalma I’s balance sheet consists substantially of loans secured by taxicab medallions, which historically have been associated with● · 1 ▸ December 31, 2023, which was undertaken by DePalma I and DePalma II in connection with the requirements of the Business Combination and filing of a registration statement on Form S-4,● · 1 ▸ December 31, 2024, Septuagint utilized 231 of our Owned Medallions and managed a fleet of approximately 231 vehicles and 261 drivers via a TLC-licensed fleet. We will have the right to exercise governance● · 1 ▸ Delaware Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other● · 1 ▸ Delaware law, our amended and restated certificate of incorporation (“certificate of● · 1 ▸ Even when not merited, the commencement or defense of these lawsuits may divert management’s attention, and we may incur significant● · 1 ▸ Every city in which we own medallion loans and medallions, including and primarily the City of New York, and most other major cities in the● · 1 ▸ group Fluctuations in our tax obligations and● · 1 ▸ For all of these reasons, changing consumer and driver preferences about modes of transportation and/or other alternatives for drivers (such● · 1 ▸ From time to time, we may be party to various claims and lawsuits, arbitration proceedings, government investigations● · 1 ▸ Generally accepted accounting principles in the United States (“GAAP”) are subject to interpretation by the Financial● · 1 ▸ Generally, if we fail to achieve and maintain an effective internal control environment, it could result in material misstatements in our● · 1 ▸ Global health crises or catastrophes, such as the COVID-19, pandemic, and● · 1 ▸ Government entities may take other actions in the future, which could have adverse effects on the market for taxi medallions and which could● · 1 ▸ Green Taxis are not available in the Borough of Manhattan. Many of the taxi industry’s competitors are well-capitalized and offer discounted services, driver incentives, passenger discounts● · 1 ▸ group Hackers and data thieves are increasingly sophisticated and● · 1 ▸ Historically, we have relied on the employees and service providers of our affiliates, including the Manager, as well as our third-party● · 1 ▸ II’s medallions and provided for a transition period until December 15, 2024 for DePalma II to decide whether to (i) have Kirie Eleison transfer its 50% interest in Septuagint to DePalma II or (ii) wind down Septuagint. The● · 1 ▸ If autonomous vehicle technologies continue to improve and provide passengers with additional transportation● · 1 ▸ If our Manager resigns, we may not be able to contract with a new manager or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 180 days (subject to possible extension),● · 1 ▸ If taxi medallion values decline in the future, there is likely to be an increase in medallion loan delinquencies, foreclosures and borrower● · 1 ▸ If we are unable to effectively manage our relationship and the agreement under which Field Point operates or we may have with any other● · 1 ▸ In 2019, we commenced activities to deploy DePalma II’s Owned Medallions through Septuagint, an operating joint venture with Kirie● · 1 ▸ In December 2018, the TLC implemented a per-mile and per-minute minimum trip payment formula, designed to establish a minimum pay standard, for drivers● · 1 ▸ In any of these matters, the interests of Andrew Milgram, Paul Arrouet and their affiliates and other businesses owned by or affiliated with● · 1 ▸ In deciding whether to extend credit or enter into other transactions, and in evaluating and monitoring our medallion loan portfolio on an● · 1 ▸ In recent years, increased competition has reduced the overall market for taxi services,● · 1 ▸ In the City of New York and in other markets where we own medallion loans and medallions, taxicab fares are generally set by government● · 1 ▸ group In the course of auditing its financial statements for the year ended● · 1 ▸ group In the normal course of business,● · 1 ▸ Increase in interest rates has not had an identifiable impact on our interest income, gross income spread, or our ability to● · 1 ▸ Insurance providers may not be able to service our claims. We rely on a limited number of third-party insurance● · 1 ▸ Kirie Eleison subsequently agreed to further extend the transition period through March 31, 2025 in order to allow DePalma II and Kirie Eleison additional time to, among other things, evaluate their options and consider whether to continue● · 1 ▸ Manager is owned by certain of our directors and executive officers, the MSA was developed by related parties, although our independent directors reviewed and approved the Management Services Agreement. The terms of the MSA, including fees payable,● · 1 ▸ Medallion loans are primarily collateral-based lending. Collateral values for● · 1 ▸ October 17, 2024 amendment, DePalma II and Kirie Eleison subsequently agreed to further extend the transition period through March 31, 2025 in order to allow DePalma II and Kirie Eleison additional time to, among other things, evaluate● · 1 ▸ On February 19, 2025, the Trump administration moved to revoke federal approval of New York City’s nascent● · 1 ▸ On January 5, 2025, the Metropolitan Transportation Authority enacted a Central Business District● · 1 ▸ On September 26, 2024, DePalma II provided notice to Kirie Eleison of its● · 1 ▸ On September 26, 2024, DePalma II provided notice to Kirie Eleison of its default under certain provisions of the OSA, including a● · 1 ▸ Operating Results—Changes in Interest Rates” for more information.● · 1 ▸ Our Manager can resign on 180 days’ notice and we may not be able to find a suitable replacement,● · 1 ▸ Our Manager has the right, under the MSA, to resign at any time on 180 days’ written notice, whether we have found a replacement or not.● · 1 ▸ Our business involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of● · 1 ▸ group Our business is heavily reliant on the services provided● · 1 ▸ Our certificate of incorporation and bylaws and the DGCL contain provisions● · 1 ▸ group Our certificate of incorporation designates the Court of● · 1 ▸ Our executive officers, directors, Manager and other members of our management team may allocate some of their time to other businesses,● · 1 ▸ group Our loan portfolio is, and we expect● · 1 ▸ Our loan portfolio is, and we expect it to continue to be, concentrated in the NYC taxicab medallion industry and sector, which will● · 1 ▸ group Our loans secured by taxicab medallions are often made● · 1 ▸ Our performance is subject to economic conditions and their impact on levels of discretionary passenger spending. Some of the● · 1 ▸ Our profitability may be directly affected by interest rate levels and fluctuations● · 1 ▸ Our third-party service providers are increasingly dependent on information technology and our ability to process data in order to operate, and if we● · 1 ▸ Our third-party service providers rely on information technology networks and systems and data processing to collect,● · 1 ▸ Present and potential conflicts of interest could arise in the future between us, on the one hand, and Andrew Milgram and Paul Arrouet and● · 1 ▸ Present and potential conflicts of interest could arise in the future between us, on the one hand, and Andrew Milgram and Paul Arrouet and entities● · 1 ▸ Regulations relating to privacy, information security and data protection could increase our● · 1 ▸ Risks associated with the TLC transfer process include properly obtaining the legal right to the medallion (e.g., issues with the● · 1 ▸ Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive● · 1 ▸ Septuagint or have Kirie Eleison to transfer its ownership interest in Septuagint to DePalma II or a designee. While the transition period originally expired on December 15, 2024, pursuant to the October 17, 2024 amendment, DePalma II and● · 1 ▸ Septuagint remains focused on the goal of achieving profitability by attracting and retaining additional drivers over time, at which point medallion lease payments could recommence. However, the market for drivers remains fluid and subject to● · 1 ▸ Septuagint’s operations, or wind Septuagint down and have DePalma II continue to pursue other alternative fleet servicing arrangements with third parties and/or to establish its own fleet servicing entity. The DePalma Companies are in ongoing● · 1 ▸ Similar to substantially all of DePalma I’s Non-MRP+ Loan portfolio, these loans are in default. Although distinct contractually, given overlap of the parties, a resolution between Kirie Eleison and● · 1 ▸ group Since our inception, Field Point has serviced● · 1 ▸ States, could potentially impact our operating and financial results.● · 1 ▸ Subsequent to the consummation of the Business Combination, we may be required to take writedowns or● · 1 ▸ Substantially all of our revenue and asset value is derived from NYC taxi medallion loans collateralized by NYC● · 1 ▸ group The DePalma Companies are in ongoing● · 1 ▸ The Management Service Agreement entered into upon consummation of the Business Combination was negotiated between related parties and the terms,● · 1 ▸ The Manager controlled and may be deemed to beneficially own up to 92% of our common stock immediately following the Business● · 1 ▸ The Manager controlled, and may be deemed to beneficially own, approximately 92% of our common stock immediately following the Business● · 1 ▸ The Manager has a substantial role in the management of our company and has limited experience in the management of a publicly traded company.● · 1 ▸ The Manager may not successfully or effectively manage our transition to a public company following the Business Combination that is subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited● · 1 ▸ The NYC taxi medallion lending market historically has been served by a variety of entities, including banks, savings and loan associations,● · 1 ▸ group The Reserve Fund is not a guarantee of the City of New York● · 1 ▸ The TLC also governs the transfer of medallions. In the event of a TLC transfer as a result of a UCC disposition, the TLC does not require● · 1 ▸ The United States District Court for the Southern District of New York issued to a ruling requiring all new NYC taxi cabs to be wheelchair accessible● · 1 ▸ The application of ASC 946 resulted in misstatements in its accounting for taxi medallions and loans collateralized by taxi medallions. In addition, under the requirements of ASC 946, DePalma I● · 1 ▸ The audit committee will oversee the establishment of an enterprise risk framework that will cover a spectrum of business risks which the combined company will actively manage, including● · 1 ▸ group The costs to respond to a security breach or to mitigate any security● · 1 ▸ The funds in our operating account and our trust account are held in banks or other financial institutions. Such funds exceeding $250,000 are● · 1 ▸ The illiquidity of our loan portfolio and Owned Medallions may adversely affect our ability to dispose of these assets at times● · 1 ▸ The process we use to estimate losses inherent in our credit exposure requires complex judgments, including forecasts of● · 1 ▸ This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company or our directors, officers,● · 1 ▸ To date, cyber-attacks have not had a material impact on our financial condition, results or business; however, we could suffer material● · 1 ▸ To the extent the MRP+’s loan enhancement administrator defaults on its obligations on administering the program, such default could● · 1 ▸ Tolling Program, app-based ride share companies such as Uber and Lyft will be charged $1.50 per trip and NYC taxis will be charged $0.75 per trip, which● · 1 ▸ Transactions, and Director Independence—Relationships and Transactions with Directors, Executive Officers and Significant Stockholders—Management Services Agreement” for more information. Furthermore, Andrew Milgram, Paul Arrouet● · 1 ▸ Under the MRP+, borrowers have explicit prepayment rights with respect to their medallion● · 1 ▸ Under the terms of the MSA, our Manager may not be removed as a result of underperformance. Instead, we may only remove our Manager in certain● · 1 ▸ We also have Non-MRP+ Loans. We may not be able to● · 1 ▸ We and our third-party service providers may not have adequate insurance coverage for handling security incidents or breaches, including● · 1 ▸ We are a holding company and have no material assets other than our direct limited● · 1 ▸ We are also subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and we expect● · 1 ▸ We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure● · 1 ▸ We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage● · 1 ▸ We are reliant on third-party service providers in our taxi leasing operations to assist us in● · 1 ▸ We are reliant on third-party service providers in our taxi leasing operations. If our third-party service providers fail to perform as needed, our● · 1 ▸ group We are responsible for the internal control environment of● · 1 ▸ group We are subject to numerous statutory, regulatory, and legal● · 1 ▸ We are subject to taxes by the U.S. federal, state, and local tax authorities, and our tax liabilities are affected by the allocation of● · 1 ▸ We cannot predict the status of these and other similar regulations in the future, and if● · 1 ▸ We do not believe that we are subject to regulation under the Investment Company Act. We primarily acquire interests in NYC taxicab medallion● · 1 ▸ We face climate change-related physical and transition risks, which include the risk of market shifts toward● · 1 ▸ We have a limited history upon which an evaluation of our prospects and future performance can be made. Our ongoing and future operations are● · 1 ▸ We have a limited operational history.● · 1 ▸ We have applied for our common stock and warrants to be quoted on the OTC Markets. Trading in stock quoted on the OTC Markets is often thin and● · 1 ▸ We may become subject to the Investment Company Act.● · 1 ▸ We may change our strategy and enter new lines of business, including through acquisitions of new types of loan portfolios or other asset● · 1 ▸ We may in the future pursue new strategies and lines of business that are not taxicab-related, and we may face● · 1 ▸ We rely on a limited number of insurance service providers to service our claims. If any of our insurance● · 1 ▸ We will incur significant increased expenses and administrative burdens as a public company, which● · 1 ▸ group While documenting and testing our internal control● · 1 ▸ While outsourcing arrangements may lower our cost of operations, they also reduce our direct control over the services rendered. It is● · 1 ▸ While the members of our management team anticipate devoting a substantial amount of their time to the affairs of the Company, our executive● · 1 ▸ While the members of our management team intend to devote a substantial majority of their time to the affairs of● · 1 ▸ group With regard to passengers, taxis compete with● · 1 ▸ York that are favorable to taxicabs and unfavorable to ride-share companies, see “—Current regulations or proposed regulations in the City of New York that are favorable to taxicabs may change or cease to be in effect, which could● · 1 ▸ A significant portion of our medallion loans that are not participating in the MRP+ are in default and non-performing.● ● 2 rw ▸ Changes in statutory, regulatory, accounting, and other legal requirements, including changes in accounting principles generally accepted in the United States, could potentially impact our operating and financial results.● ● 2 rw ▸ Competition with other lenders could adversely affect us.● ● 2 ▸ Conflicts of interest could arise in connection with certain of our directors’ and executive officers’ discharge of fiduciary duties to our stockholders.● ● 2 rw ▸ Lending to individual taxi owners/operators, taxi fleet operators or passive investors involves a high degree of risk and is highly speculative.● ● 2 rw ▸ Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.● ● 2 rw ▸ Our Manager and members of our management team may engage in activities that compete with us or our businesses.● ● 2 rw ▸ Our only material assets are our direct and indirect interests in our subsidiaries, and we are accordingly dependent upon our subsidiaries to pay dividends and taxes and other expenses.● ● 2 rw ▸ Resales of the shares of our securities pursuant to the registration rights agreement could depress the market price of our securities.● ● 2 ▸ group Risks Related to Growth and Operations● ● 2 ▸ group Risks Related to Our Business and Operations● ● 2 rw ▸ The Central Business District Tolling Program could result in increased costs to operate taxis, and there is significant uncertainty around the program’s future.● ● 2 rw ▸ The Manager has limited experience in assisting in the operation of a public company.● ● 2 ▸ The Manager has significant influence over us.● ● 2 ▸ The impact of economic conditions, including the resulting effect on discretionary passenger spending, may harm our business and operating results.● ● 2 ▸ The insolvency of American Transit Insurance Company, the largest insurer of for-hire vehicles in New York City, may result in rising prices for liability insurance and a lack of available coverage, which may negatively impact our business.● ● 2 ▸ The lack of liquidity in our medallion loan portfolio and Owned Medallions as well as rising interest rates may adversely affect our business.● ● 2 ▸ These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our board of directors or management.● ● 2 rw ▸ Trading on the OTC Markets may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.● ● 2 rw ▸ Uncertainty relating to the reporting of collateral values for our loans may adversely affect the value of our portfolio.● ● 2 rw ▸ We are subject to climate change risks, including physical and transitional risks, and if we are unable to manage such risks, our business may be adversely impacted.● ● 2 rw ▸ We depend on the accuracy and completeness of information about borrowers.● ● 2 ▸ We may not be able to fully realize the benefits of our participation in the MRP+, which may adversely affect our financial performance.● ● 2 ▸ We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.● ● 2 rw 
