Marblegate Capital Corp MGTE US Equity☆

10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

OR

For the transition period from ___________________ to ___________________

Commission File Number: 000-56734

MARBLEGATE CAPITAL CORPORATION

(Exact name of Registrant as specified in its Charter)

h

5 Greenwich Office Park, Suite 400Greenwich, CT 06831

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 210 6500

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

Title of each class TradingSymbol(s)* Name of each exchangeon which registered

N/A MGTE N/A

N/A MGTEW N/A

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $11.6 million.

The registrant’s shares of common stock and warrants each trade over-the-counter on OTCQX® Best Market tier operated on the OTC Markets under the trading symbols “MGTE” and “MGTEW”, respectively.

As of March 18, 2026, there were 73,914,402 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS i

ITEM 1. BUSINESS 1

ITEM 1A. RISK FACTORS. 12

ITEM 1B.UNRESOLVED STAFF COMMENTS 42

ITEM 1C. CYBERSECURITY. 42

ITEM 2. PROPERTIES. 43

ITEM 3. LEGAL PROCEEDINGS. 43

ITEM 4. MINE SAFETY DISCLOSURES. 43

ITEM 6. [RESERVED] 44

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 58

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 58

ITEM 9A. CONTROLS AND PROCEDURES. 87

ITEM 9B. OTHER INFORMATION. 88

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 88

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 89

ITEM 11. EXECUTIVE COMPENSATION. 89

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 89

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 90

SIGNATURES 93

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements other than statements of historical facts contained in this Annual Report, including statements regarding the financial position, business strategy and the plans and objectives of management for our future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “would” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements in this Annual Report are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Annual Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the sections in this Annual Report entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report. These forward-looking statements are subject to numerous risks, including, without limitation, the following (capitalized terms used but not defined in this section have the meanings set forth in “Item 1. Business” below):

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risks related to concentration of our business in the NYC taxi medallion market, including medallion values, credit performance, and the liquidity of our loan portfolio and medallion assets;

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risks related to fleet scaling, vehicle costs, driver retention, and the operational performance of Signal Taxi;

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risks related to our indebtedness, including compliance with financial covenants under our Credit Facility and Term Loan, interest rate exposure, and our ability to maintain required hedging arrangements;

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risks related to the MRP+ program, including the adequacy and continuation of Reserve Fund appropriations by the City of New York;

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risks related to competition in urban mobility, including from ride-sharing platforms, autonomous vehicles, and other transportation alternatives;

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risks related to changes in regulation of the NYC taxi industry, including TLC requirements, WAV mandates, and the CBD Tolling Program;

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risks related to cybersecurity threats, data privacy, and litigation;

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risks related to our externalized management structure, including our dependence on MAM as Manager and Field Point as Loan Servicer;

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risks related to the limited trading history and liquidity of our securities on the OTCQX;

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risks related to our corporate and tax structure, including the deferred tax liability recognized in connection with the Business Combination and potential volatility in our effective tax rate; and

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other factors detailed in this Annual Report, including those described in the section entitled “Risk Factors.”

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we assume no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

You should read this Annual Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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PART I

ITEM 1. BUSINESS.

Our Company

Marblegate Capital Corporation (collectively, with its subsidiaries, the “Company,” “MCC,” “we,” “our,” or “us”) is a fully integrated operating platform combining fleet operations and medallion-backed specialty finance, with operations focused in the New York City (“NYC”) regulated mobility market. Our business is centered on the NYC taxi medallion—a scarce, municipally regulated license that is the sole authorization to operate a vehicle for street-hail service in the City of New York—which we view as a critical piece of NYC’s mobility infrastructure. We are the largest combined lender to, and owner of, NYC taxi medallions and operate the largest taxi fleet in New York City, based on active vehicle data reported by the New York City Taxi and Limousine Commission (the “TLC”), through our indirect wholly owned subsidiary, Septuagint Solutions LLC d/b/a Signal Taxi (“Signal Taxi”).

Our business model is organized around two reportable segments that together participate in the full lifecycle of the NYC taxi medallion asset:

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Specialty Finance: Owning and servicing a portfolio of loans primarily collateralized by NYC taxi medallions, generating interest income, restructuring fees, and capital gains from loan resolution activities. When loans default, the underlying medallion collateral may be foreclosed upon and transferred to our Fleet Operations segment;

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Fleet Operations: Owning NYC taxi medallions as indefinite-lived intangible assets and operating a TLC-licensed street-hail fleet through Signal Taxi that deploys our owned medallions and vehicles to generate fleet revenue from licensed drivers. Our fleet also serves as a direct channel to identify prospective medallion purchasers from within our driver base, who may acquire medallions with seller financing—creating new loans that return to our Specialty Finance segment.

As of December 31, 2025, we owned a medallion loan portfolio collateralized by approximately 1,802 NYC taxi medallions, held approximately 2,147 owned medallions (“Owned Medallions”), and managed a combined fleet of approximately 917 vehicles, including approximately 799 vehicles operated directly by Signal Taxi and approximately 118 vehicles managed by an unrelated fleet operator under a consulting arrangement, and approximately 822 active drivers as of December 31, 2025. Our combined interest in approximately 3,949 medallions (through loans and ownership) represents approximately 29% of the 13,587 outstanding NYC taxi medallions, providing us with what we believe to be significant scale and market intelligence in the NYC regulated street-hail market.

We are a holding company. Substantially all of our assets are held by, and our businesses operate through, our majority-owned subsidiaries DePalma Acquisition I LLC (“DePalma I”) and DePalma Acquisition II LLC (“DePalma II,” and together with DePalma I, the “DePalma Companies”), and their subsidiaries, including Signal Taxi, as well as TML IV LLC (“TML IV”), a wholly owned subsidiary of MCC. TML IV was acquired in December 2025 in connection with our $120 million revolving credit facility with DZ Bank (the “Credit Facility”) and holds investments in NYC taxi medallions and medallion loans. In connection with the Credit Facility, DePalma I also established DePalma Financing SPV I LLC (the “SPV”), a bankruptcy-remote special purpose vehicle wholly owned by DePalma I, into which MRP+ loans are assigned as collateral under the Credit Facility. Our operations are managed by Marblegate Asset Management, LLC (the “Manager” or “MAM”) pursuant to a Management Services Agreement (the “MSA”) effective as of the closing of our business combination on April 7, 2025 (the “Business Combination”). In addition, Field Point Servicing, LLC (“Field Point”) serves as the third-party loan servicer for all of our medallion loans. We believe Field Point is the largest servicer of taxi medallion loans in the NYC market.

Our goal is to achieve superior risk-adjusted returns for our stockholders by maintaining a focus on capital preservation, current revenues and capital appreciation. Our core philosophy is to work with key stakeholders in NYC’s mobility ecosystem—including the City of New York, the TLC, and major driver organizations including the New York Taxi Workers Alliance (the “TWA”)—to facilitate an industry-wide restructuring of historical medallion lending practices, to position the taxi medallion as a stabilized income-producing asset, and to support the long-term role of regulated street-hail service as an essential and enduring component of New York City’s transportation network. Accordingly, we regularly explore complementary business opportunities, including potential mergers and acquisitions, that would allow us to further develop our position in the broader urban mobility landscape.

Business Combination Transaction

MCC was originally formed by Marblegate Acquisition Corporation (“MAC”), a special purpose acquisition company, on February 2, 2023, to serve as the surviving entity in a business combination with the DePalma Companies. On April 7, 2025 (the “Closing Date”), MAC consummated the Business Combination pursuant to a Business Combination Agreement dated February 14, 2023, as amended. In connection with the closing:

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We and the DePalma Companies effected a series of reorganization transactions resulting in the Company becoming the owner of approximately 83.7% of the DePalma Companies, with the remaining 16.3% continuing to be owned by certain limited partners of the DePalma Companies.

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MAC Merger Sub, Inc. merged with and into MAC, with MAC surviving as a wholly owned subsidiary of the Company, and each share of MAC’s common stock was cancelled and converted into shares of the Company’s common stock.

The aggregate merger consideration was based on a valuation of the participating funds’ interests in the DePalma Companies of approximately $629.5 million. Immediately after giving effect to the Business Combination, there were 73,914,402 shares of our common stock issued and outstanding. On April 10, 2025, our common stock and warrants began trading on the OTCQX Best Market under the symbols “MGTE” and “MGTEW,” respectively. The DePalma Companies were determined to be the accounting acquirer, and accordingly, their historical financial statements became the basis for our historical financial statements. For additional information, see Note 3 to our consolidated financial statements included elsewhere in this Annual Report.

Separately, we acquired all outstanding equity interests in Signal Taxi, resulting in Signal Taxi becoming a wholly owned subsidiary of DePalma II on April 7, 2025.

Organizational Structure

The following describes the organizational structure of the Company and its principal subsidiaries as of December 31, 2025:

Public stockholders hold shares of common stock of MCC, the publicly traded parent holding company. MCC’s principal subsidiaries and their roles within our corporate structure are as follows:

DePalma I. DePalma I is a Delaware limited liability company and the primary entity through which we hold our medallion loan portfolio. MCC owns approximately 83.7% of DePalma I, with the remaining 16.3% continuing to be held by certain limited partners of DePalma I (the “noncontrolling interests”). DePalma I holds our MRP+ Loans and Non-MRP+ Loans, and is the entity that engages in loan resolution, restructuring, and enforcement activities. DePalma I is also the parent of the SPV.

The SPV. The SPV is a Delaware limited liability company and a bankruptcy-remote special purpose vehicle wholly owned by DePalma I. The SPV was formed in connection with our $120 million revolving Credit Facility with DZ Bank. MRP+ loans are assigned from DePalma I into the SPV, and the SPV’s assets—including the assigned MRP+ loans, underlying medallion collateral, related program rights, collection and lockbox accounts, and related agreements—serve as collateral for advances under the Credit Facility. The SPV structure is a standard asset-backed lending arrangement, with MCC and DePalma I providing performance guarantees, equity maintenance, and adjusted profitability requirements. See “Item 7. Management’s Discussion and Analysis—Liquidity and Capital Resources” for additional information.

DePalma II. DePalma II is a Delaware limited liability company and the primary entity through which we hold our Owned Medallions and conduct fleet operations. MCC owns approximately 83.7% of DePalma II, with the remaining 16.3% held by noncontrolling

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interests. DePalma II’s assets include the 2,147 Owned Medallions, taxi vehicles, and certain Non-MRP+ Loans originated in connection with medallion disposals, which are held through a series of special purpose entities (the “Mini Corps”)—individual limited liability companies that each hold one or more medallions and/or vehicles. The Mini Corps structure is used for administrative and regulatory purposes in connection with TLC ownership and transfer requirements. DePalma II is also the parent of Signal Taxi.

Signal Taxi. Signal Taxi (f/k/a Septuagint) is a Delaware limited liability company and a wholly owned subsidiary of DePalma II (since the Signal Taxi Acquisition on April 7, 2025). Signal Taxi is a TLC-licensed medallion leasing agent and taxi fleet operating company that operates our regulated street-hail fleet in New York City. Signal Taxi leases vehicles and medallions to licensed drivers and generates fleet revenue, which is reported within our Fleet Operations segment. Prior to the Signal Taxi Acquisition, we held a non-controlling interest in Signal Taxi in a joint venture with a third-party and engaged in leasing of taxicabs and medallions to Signal Taxi for use in its fleet operations.

TML IV. TML IV is a Delaware limited liability company and a wholly owned subsidiary of MCC (not held through the DePalma Companies). TML IV was acquired on December 30, 2025 in connection with the Credit Facility and holds investments in NYC taxi medallions and medallion loans. TML IV was a bankruptcy-remote special purpose vehicle prior to acquisition and has been serviced by Field Point since its inception. The purchase consideration of approximately $15.8 million was financed from the proceeds of the initial advance under the Credit Facility. See Note 6 to our consolidated financial statements for additional information.

MAC. MAC is a Delaware corporation and a wholly owned subsidiary of MCC, surviving the merger consummated on April 7, 2025. MAC has no independent operations following the Business Combination.

Following the Business Combination, approximately 16.3% of the DePalma Companies continues to be owned by certain limited partners. These noncontrolling interests hold a pro rata economic interest in the DePalma Companies but do not have a direct ownership interest in MCC, TML IV, or the SPV. As of December 31, 2025, noncontrolling interests were $104.4 million on our consolidated balance sheet.

Our Segments

As of December 31, 2025, we had two operating and reportable segments: Specialty Finance and Fleet Operations. The Company also retains various other corporate expenses and activities that are not allocated to the reportable segments (“Other”). Together, these categories reflect how we participate in the economics of NYC’s regulated street-hail mobility market and manage the corporate overhead of operating as a public company.

Specialty Finance

Our Specialty Finance segment encompasses the ownership and servicing of taxi medallion loans to generate interest income and related revenues. This segment is the financial foundation of our mobility platform—the capital we deploy in lending provides recurring income and supports our ability to grow our fleet and develop future medallion sales channels.

Medallion Loan Portfolio. We own a portfolio of loans primarily collateralized by NYC taxi medallions, consisting of both MRP+ Loans (loans restructured under the City of New York’s Medallion Relief Program+, which benefit from a municipal credit support mechanism) and Non-MRP+ Loans (loans not participating in the MRP+ program, which are often further secured by personal guarantees and, in some cases, additional collateral such as real estate). As of December 31, 2025, our medallion loan portfolio had an aggregate fair value of $281.7 million. Interest income on our performing loan portfolio—principally MRP+ Loans carrying a fixed interest rate of 7.3% and a 25-year maturity—is the primary revenue driver for this segment.

Loan Resolution and Restructuring. Since our formation in 2018, we have restructured, resolved or reperformed loans collateralized by over 2,862 NYC taxi medallions. We resolve defaulted loans through restructuring, discounted payoffs, paydown and surrender arrangements, and foreclosure and loan enforcement litigation. We also generate revenue from restructuring fees, Reserve Fund (as described below) payments on delinquent MRP+ Loans, and settlements of litigation and bankruptcy proceedings.

For the year ended December 31, 2025, the Specialty Finance segment generated total revenue of $18.6 million, compared to $19.7 million for the prior year. The decrease was primarily attributable to lower MRP+ interest income resulting from a reduced outstanding principal balance, partially offset by increased interest from Non-MRP+ loans due to restructuring activity that improved loan performance.

Fleet Operations

Our Fleet Operations segment encompasses the ownership and deployment of our Owned Medallions and the operation of a TLC-licensed street-hail fleet through Signal Taxi. The fleet leases taxicab vehicles and medallions to licensed drivers to generate fleet revenue. We view our fleet as the operating layer of our mobility platform—it monetizes our Owned Medallions, provides recurring cash flow, builds a pipeline of drivers who may become future medallion purchasers, and creates a direct feedback loop with the street-hail market that informs our lending and asset management decisions.

Owned Medallions. As of December 31, 2025, we held approximately 2,147 Owned Medallions, the substantial majority of which were acquired through enforcement actions on defaulted loans. Owned Medallions are carried as indefinite-lived intangible assets and

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tested for impairment annually. Over time, we intend to sell medallions, potentially with seller financing, converting Owned Medallions into new performing medallion loans and increasing our interest income. We view our medallion ownership as both a store of value and a strategic asset that can be deployed flexibly—into our fleet to generate operating income, sold to owner-operators to generate capital gains and new loan originations, or held as we manage the orderly restructuring of the broader market.

Signal Taxi is a medallion leasing agent and taxi fleet operating company based in Long Island City, Queens, New York, licensed by the TLC as an agent/broker for managing NYC taxi medallions. As of December 31, 2025, Signal Taxi operated a fleet of approximately 799 vehicles utilizing our Owned Medallions, with approximately 822 active drivers as of December 31, 2025. An additional approximately 118 vehicles were managed by an unrelated fleet operator under our Consulting Agreement (see below), bringing the total managed fleet to approximately 917 vehicles as of December 31, 2025. For the years ended December 31, 2025 and 2024, Signal Taxi utilized 799 and 240 medallions, respectively.

During 2025, Signal Taxi grew its managed fleet from approximately 376 vehicles at December 31, 2024 to approximately 917 vehicles at December 31, 2025, an increase of approximately 144%. Signal Taxi’s wheelchair accessible vehicle (“WAV”) fleet expanded from approximately 190 vehicles to over 769 vehicles during the same period, representing growth of more than 305%. We believe Signal Taxi has become one of the largest contributors to citywide WAV accessibility gains.

Signal Taxi primarily generates revenue by leasing fully operational taxicabs (vehicle plus medallion) to licensed TLC drivers on a short-term, weekly basis. The Company collects all credit card fares, including tips and surcharges, through the point-of-sale system in each taxi. At the end of each week, the Company pays out to drivers the fares collected minus the weekly lease fee and applicable pass-through charges. We view each driver contract as having a single performance obligation—providing a fully operational taxicab—and recognize all fleet revenue in accordance with ASC 606, as the medallion (an intangible asset) is the predominant component of the combined lease and non-lease arrangement.

On November 15, 2024, we entered into a non-exclusive servicing agreement (the “Consulting Agreement”) with an unrelated third-party taxi fleet (the “Consultant”) to provide operational support and access to physical garage and office space for our fleet operations. The Consulting Agreement has an initial five-year term and covers vehicle servicing, insurance coordination, driver leasing support, and fleet management personnel. During Phase 1 (current), the Consultant may continue operating under its historical practices; during Phase 2 (not yet commenced), all new driver leases will use MCC’s vehicles and medallions with MCC named as lessor.

For the year ended December 31, 2025, the Fleet Operations segment generated total revenue of $29.7 million, which included $8.0 million from the one-time derecognition of a deposit liability representing vehicle lease payments received from Signal Taxi that had been deferred from recognition due to the collectability assessment of the underlying lease arrangements, as well as $0.4 million of other revenue. Upon the Signal Taxi Acquisition, a change in circumstance occurred and the deposit liability was derecognized (see Note 6). Excluding this non-recurring item, recurring fleet revenue was $21.3 million.

We plan to continue increasing the number of taxis deployed in our fleet as we attract new drivers, acquire new vehicles, and take ownership of additional medallions through foreclosures. We believe fleet growth will allow us to increase operating cash flows while developing a pipeline of drivers for the future sale of medallions, which could include related seller financing. The primary factors that have limited fleet growth to date include vehicle availability, driver availability at certain times of year, and the need to scale operations in a disciplined manner.

Other

The Company retains various corporate-level activities that are not allocated to the Specialty Finance or Fleet Operations reportable segments. The Other category primarily includes:

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management fee expense paid to MAM under the MSA;

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professional fees for legal, accounting, audit, consulting, lobbying, and other advisory services associated with operating as a public company;

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general and administrative expenses at the corporate level, including directors’ and officers’ liability insurance, printing fees, and other public company costs;

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interest income earned on our cash and cash equivalents; and

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corporate-level income tax provisions, including the deferred tax liability recognized in connection with the Business Combination.

For the year ended December 31, 2025, the Other category generated revenue of $0.3 million (interest income on cash balances) and incurred operating expenses of $18.0 million, reflecting the first full year of public company costs following the Business Combination and the commencement of the MSA. The Other category recorded a net loss of $15.3 million for the year ended December 31, 2025, driven by management fees and public company costs, partially offset by the allocation of a portion of the $54.1 million deferred tax provision.

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Our Market

The NYC Regulated Street-Hail Market

New York City’s street-hail transportation market is governed by one of the most established regulatory frameworks in urban mobility. The NYC taxi medallion is the sole authorized license to operate a vehicle for street-hail passenger service anywhere within the five boroughs of New York City. Only yellow taxis bearing a valid medallion are permitted to pick up street-hailing passengers. As of December 31, 2025, the total supply of taxi medallion licenses was capped by the TLC at 13,587—a fixed supply that has not been expanded in recent years and that the TLC has shown no indication of increasing.

We view the taxi medallion as a regulated mobility license with characteristics that distinguish it from a typical business permit. The medallion confers an exclusive right to participate in NYC’s street-hail market, is transferable, is subject to municipal oversight and quality standards, and is supported by a regulatory framework that encompasses fare regulation, driver standards, vehicle specifications, and, through the MRP+ program, a NYC-funded credit support mechanism. The medallion’s permanent regulatory scarcity, combined with the enduring demand for street-hail service in the most densely populated city in the United States, underpins our belief in the long-term value of this asset class.

The table below illustrates the average transfer price of a NYC taxi medallion based on transfers of medallions reported by the TLC:

Transfers of Medallions(1)(2)(3)

Source: TLC and management estimates

(1)

Excludes estate sales and foreclosure data because the reported sales price associated with these types of transfers are less likely to reflect the market value of a medallion as opposed to an arm’s length auction sale, which involves competitive bidding and bidders who are in the business of monetizing medallions. Estate and foreclosure sales lack the attributes associated with an arm’s length auction sale transfer and would require significant assumptions.

(2)

Excludes partnership to LLC transfers and transfers marked as $0 in TLC transfer data set.

(3)

Each medallion transfer is treated as one transaction.

While reported medallion transfer prices can vary significantly based on the type and circumstances of individual transactions, data from the TLC indicates that the NYC regulated street-hail market has experienced strengthening operational fundamentals, with active medallions, driver participation, and fleet utilization increasing steadily throughout 2024 and 2025. Monthly net increases in active taxis—particularly in the agent-operated segment—indicate that the regulated taxi market is in an expansion phase. We believe these trends reflect, in part, the success of the MRP+ program, the return of institutional capital to the market, and increased operational investment by fleet operators including Signal Taxi.

Competitive Landscape

NYC’s mobility market is one of the most competitive in the world. Yellow taxis operate alongside a range of transportation alternatives including ridesharing platforms (Uber, Lyft), for-hire vehicles (FHVs), public transit (the MTA subway and bus system), cycling infrastructure (Citi Bike), and emerging micromobility options. We believe that the taxi’s enduring competitive advantage lies in its exclusive right to street-hail service—a mode of transport that remains essential in Manhattan and other high-density areas where app-based alternatives can be slower, more expensive, or less convenient for spontaneous trips. The regulatory environment in NYC has also evolved in ways that support medallion values, including minimum pay standards for FHV drivers, FHV license caps, and most recently, proposed legislation that would require autonomous vehicles to hold a valid medallion.

We believe the most significant long-term competitive dynamic is the potential impact of autonomous vehicle (“AV”) technology. Several companies are developing autonomous rideshare technology, and commercialized AV fleets are already operating in other U.S. cities. In January 2025, the City of New York proposed legislation that would require any autonomous vehicle operated by a ridesharing company to hold a valid medallion and be operated by a human driver at all times. If enacted, such legislation could meaningfully increase the strategic value of the medallion license in an AV-enabled mobility environment. There can be no assurance, however, that such legislation will be passed.

Substantially all of our operations and assets are concentrated within the NYC medallion market. We have minor lending exposure to other medallion markets in cities across the United States, including Chicago and Philadelphia; however, as of December 31, 2025, markets outside of NYC accounted for a de minimis percentage of our total assets.

Medallion Lending

Our lending activities are focused on loans primarily collateralized by NYC taxi medallions. These loans take two principal forms:

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MRP+ Loans: MRP+ Loans participate in the Medallion Relief Program+ (“MRP+”) established by the City of New York and the TLC. MRP+ Loans are nonrecourse loans typically secured by one or more medallions that do not carry a personal guarantee but benefit from credit support provided by the City of New York through the Reserve Fund (described below). As of December 31, 2025, our MRP+ Loan portfolio had an unpaid principal balance of approximately $192.5 million, collateralized by 1,318 medallions.

Non-MRP+ Loans: Non-MRP+ Loans are not subject to the MRP+ program and, in addition to being secured by one or more medallions, are in many cases further secured by personal guarantees of the borrowers, shareholders, or equity members and, in some cases, collateralized with additional assets such as real estate. A significant portion of our Non-MRP+ Loans are currently in default. As of December 31, 2025, our NYC Non-MRP+ Loan portfolio had an unpaid principal balance of approximately $168.6 million, collateralized by 484 medallions.

Since formation, substantially all of our medallion loans were acquired via bulk purchases of loan portfolios from prior lenders, many of whom were the originators or lead participants of such loans. In almost all cases, the vast majority of the loans we acquired were non-performing at the time of acquisition and were purchased at a meaningful discount to their unpaid principal balance. When a borrower defaults on a loan, we have the ability to enforce our rights as a lender under the applicable loan agreement through (i) restructuring the loan, (ii) repossessing or foreclosing upon the taxi medallion collateral, (iii) enforcing the underlying obligation against the borrower and/or any guarantor (in the case of Non-MRP+ Loans), or (iv) some other negotiated settlement. Due to the original acquisition prices for our loan portfolios, we have typically realized gains from each of these resolution scenarios.

MRP and MRP+

The City of New York has established programs to provide debt relief for eligible NYC taxi medallion owners, underscoring the City’s recognition of the medallion as a key piece of its mobility infrastructure. The original Medallion Relief Program (“MRP”) was announced in March 2021 and became effective in September 2021. In November 2021, the City reached an agreement with the TWA and MAM to supplement the MRP with a NYC-funded deficiency credit support mechanism (the “Reserve Fund”), resulting in the enhanced MRP+ program, which became effective during the fourth quarter of 2022.

We believe these programs are indicative of the City of New York’s view of the taxi medallion as an essential part of NYC’s transportation network. The City’s total appropriation of $115 million—comprising $65 million for upfront principal reduction grants of $30,000 per medallion to participating lenders and $50 million to fund the Reserve Fund—represents a meaningful public commitment to the stability of this regulated mobility asset.

Under the MRP+, eligible medallion loans with a principal balance of $200,000 or more are reduced to an initial principal balance of $200,000, and further reduced to $170,000 per medallion after the $30,000 per medallion grant. Loans with a principal balance below $200,000 are reduced by $30,000 per medallion plus an additional 5% of the post-paydown balance. In no event does the principal balance exceed $170,000 per medallion after restructuring. All MRP+ Loans carry a maturity of 25 years, an annual interest rate of 7.3%, and fixed monthly payments on a fully amortizing basis.

As of December 31, 2025, we have restructured loans under the MRP+ representing approximately $229.8 million in post-restructured principal and 1,544 medallions. In connection with these restructurings, we forgave approximately $236.6 million in principal and received approximately $44.5 million in upfront principal reduction grants from the City of New York.

As of December 31, 2025, approximately 29% of our MRP+ Loans (based on medallion count) were delinquent. All delinquent loans outside their grace period had regular payments being made from the Reserve Fund. The deadline for new borrowers to participate in the MRP+ was June 30, 2023, and we do not expect substantially more borrowers to enter the program, except on a case-by-case basis as approved by the TLC. For the year ended December 31, 2025, all MRP+ Loans were actual loans that participated in the MRP+ program; we do not include forecasted MRP+ Loans in our MRP+ loan asset value.

Reserve Fund

The Reserve Fund was established through an agreement by the City of New York, the TLC and MAM in 2022 and is available to cover deficiencies and other items on all participating loans owned by participating lenders, including the Company. Key protections designed to preserve the Reserve Fund balance include: (i) aggregate debt service of participating loans limited to the initial fund balance equal to 1.1x annual debt service; (ii) access to cover unpaid scheduled debt service or deficiencies where foreclosure sale proceeds are insufficient; and (iii) upon disposition, satisfaction of deficiency claims so long as the debt service coverage ratio is at least 1.0x annual debt service.

The Reserve Fund includes a tiered replenishment mechanism. If the balance falls below 1.0x annual debt service, the Mayor of the City of New York may request an appropriation. If it falls below 0.5x, the City is required to seek an appropriation. If it falls below 0.25x, the MRP+ documents require immediate notification and a request for additional funding in the current fiscal year.

Important limitations: The Reserve Fund is not a guarantee of the City of New York to repay MRP+ Loans, nor is it our asset or pledged to us. The City’s agreement to replenish the Reserve Fund is not a debt of the City under the New York State Constitution or Local Finance Law, and the City has no obligation to pay principal of or interest on any MRP+ Loan. As of December 31, 2025, the Reserve Fund balance was approximately $30.2 million representing approximately 1.3x of the annual debt service.

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Loan Portfolio

MRP+ Loans. As of December 31, 2025, we had approximately $192.5 million of unpaid principal balance of MRP+ Loans, collateralized by 1,318 NYC taxi medallions. These loans represent a significant portion of our regular monthly collections. Our MRP+ portfolio represented approximately 75.5% of the total MRP+ program by unpaid principal balance. The default rate of our MRP+ portfolio was 31.4% based on aggregate principal amount as of December 31, 2025. A portion of our MRP+ Loans have been assigned into the SPV as collateral under our Credit Facility; as of December 31, 2025, the outstanding principal balance of advances under the Credit Facility was approximately $25.0 million, the borrowing base, calculated as the sum of (i) 80% of the aggregate principal balance of eligible MRP+ loans assigned to the SPV and (ii) amounts on deposit in the collection account (net of accrued interest, fees and expenses), was approximately $39.8 million, resulting in approximately $14.8 million of additional borrowing capacity (calculated as (i) the lesser of (x) $120 million and (y) the borrowing base, minus (ii) the then-outstanding principal balance of advances under the Credit Facility).

Non-MRP+ Loans. As of December 31, 2025, we had approximately $168.6 million of unpaid principal balance of NYC Non-MRP+ Loans, collateralized by 484 NYC taxi medallions. A significant portion of these loans are currently in default and were at the time we acquired them. Many are to borrowers who own large numbers of medallions and maintain active fleet operations. Beginning in 2023, we and Field Point began active negotiations with substantially all delinquent borrowers whose loans are more than one year past maturity. Non-MRP+ Loans are expected to be resolved through restructuring, discounted payoff, paydown and surrender, or foreclosure and loan enforcement litigation.

The table below sets forth our loan resolution activity during the financial statement periods presented.

Discounted Payoffs 2 1 428

(1)

Restructurings include both MRP+ Loans and Non-MRP+ Loans as well as instances where borrowers restructured their loans multiple times.

We believe we are the largest NYC taxi medallion lender with a medallion loan portfolio collateralized by approximately 1,802 medallions as of December 31, 2025. Substantially all of the medallion loan portfolio was purchased from prior lenders. Additionally, as of December 31, 2025, we held approximately 2,147 Owned Medallions, most of which have been acquired through numerous foreclosures conducted under the Uniform Commercial Code (“UCC”) or through consensual resolutions with borrowers. Certain of those medallions have been deployed and are currently operating in our indirect wholly owned subsidiary Signal Taxi.

As of December 31, 2025, our NYC taxi medallion loan portfolio consisted of the following:

MRP+ Loans(1)(2) Non-MRP+ Loans(3)

(1)

The MRP+ became effective during the fourth quarter of 2022.

(2)

Reflects unpaid principal balance of current loans outstanding under the MRP+ and medallions underlying such loans as collateral, includes estimates of loans that would be restructured through the MRP+ program.

(3)

Reflects unpaid principal balance of current loans outstanding not subject to the MRP+ and medallions underlying such loans as collateral. Substantially all of these loans are currently in default.

(4)

Unpaid Principal Balance is presented in millions and excludes loans no longer secured by medallions.

How Medallions Are Acquired

We acquired our taxi medallion loans and medallions through a series of bulk portfolio transactions comprised of (i) loans with medallions as collateral and (ii) unregistered foreclosed medallions. As part of the resolution process on defaulted loans where DePalma I is the lender, DePalma II ultimately acquires the collateralized medallions via assignment from DePalma I following DePalma I’s acquisition of such medallions through a method of UCC disposition. Prior to the TML acquisition, we had not purchased any additional medallions since our last bulk purchase transaction in February 2020. The three primary UCC disposition methods are public auction (including credit bidding), surrender, and private sale.

Registered and Unregistered Medallions. Our Owned Medallions include both “registered” medallions (for which the TLC ownership transfer process has been completed and DePalma II is the recognized owner) and “unregistered” medallions (for which DePalma II has acquired the legal right to ownership through a UCC disposition, but the formal TLC transfer process has not yet been completed). A prospective NYC taxi medallion owner must qualify under the ownership standards established and enforced by the TLC, which, among other criteria, prohibit individuals with criminal records from owning medallions, require that acquisition funds be derived from legitimate sources, and mandate vehicle and meter compliance with TLC specifications. The TLC transfer process can typically be completed in a single business day once documentation is assembled; however, outstanding items such as prior liens, taxes, fines, or

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summonses may cause delays. We continue to work through the TLC transfer process for our remaining unregistered medallions and believe we have the legal right to ownership of all such medallions.

Owned Medallions — Fleet and Leasing

As of December 31, 2025, we had approximately 2,147 Owned Medallions, acquired primarily through enforcement actions on defaulted medallion loans. We believe our ownership position makes us the largest single holder of regulated street-hail mobility licenses in NYC, providing significant strategic advantages in executing our business strategy and enabling us to sell medallions, potentially with seller financing, without the need for incremental capital.

Signal Taxi, our indirect wholly-owned subsidiary since April 7, 2025, operates as a medallion leasing agent and fleet operator licensed by the TLC. As of December 31, 2025, Signal Taxi operated a fleet of approximately 799 vehicles and 822 active drivers utilizing our Owned Medallions. Including approximately 118 vehicles managed under our Consulting Agreement, our total managed fleet was approximately 917 vehicles as of December 31, 2025.

We plan to continue increasing fleet deployments as we attract new drivers, acquire additional vehicles, and take ownership of more medallions through foreclosures. We believe fleet growth strengthens our mobility platform by increasing operating cash flows, deepening our real-time market intelligence on driver economics and passenger demand, and building a pipeline of drivers who may become future medallion purchasers. However, fleet expansion is subject to risks including vehicle and driver availability, seasonal fluctuations, the need to scale operations methodically, and our discretion regarding the pace of medallion deployment.

On November 15, 2024, we entered into a non-exclusive servicing agreement with an unrelated taxi fleet to provide operational support and access to physical garage and office space for our fleet operations. In the event that we are unable to scale Signal Taxi as desired, we may pursue other ventures with third parties to establish and grow fleet capabilities.

Competitive Strengths

We believe we are uniquely positioned at the intersection of specialty finance and urban mobility infrastructure due to the following competitive strengths:

Market Leadership in a Regulated Mobility Asset Class. We believe we are the largest combined lender to, and owner of, NYC taxi medallions, and we operate the largest taxi fleet in New York City based on active vehicle data reported by the TLC. Our combined interest of approximately 3,949 medallions (through loans and ownership) represents approximately 29% of the outstanding NYC taxi medallion supply, providing us with significant market intelligence and a unique perspective on the restructuring of this market.

Vertically Integrated Mobility Platform. Our model—encompassing lending, medallion ownership, and fleet operations—allows us to participate across the full lifecycle of the medallion asset. We earn interest income on our loan portfolio, benefit from medallion value appreciation, generate operating income through fleet leasing, and are positioned to originate new loans through medallion sales. This vertical integration provides end-to-end visibility into the economics of NYC’s regulated street-hail market.

Municipal Credit Support Through the MRP+. A significant portion of our loan portfolio benefits from the MRP+ Reserve Fund, a City of New York—funded credit support mechanism. This level of municipal commitment to a private lending market is unusual in specialty finance and reflects the City’s recognition of the medallion as essential mobility infrastructure.

Institutional-Grade Capital Structure. In December 2025, we closed $137 million in financing, including a $120 million revolving credit facility (the “Credit Facility”) with DZ Bank AG Deutsche Zentral-Genossenschaftsbank and affiliated lenders (“DZ Bank”) and an approximately $17.2 million term loan with Auxilior Capital Partners collateralized by our taxi vehicles. We believe the Credit Facility represents the first committed bank lending facility to the NYC taxi medallion industry in over a decade. The Credit Facility is secured by MRP+ loans assigned into our bankruptcy-remote SPV and employs a standard asset-backed lending structure with institutional-quality documentation, including performance guarantees, equity maintenance requirements, lockbox mechanics, and a five-year maturity. In connection with the Credit Facility, we also acquired TML IV LLC, a portfolio of NYC medallion loans and medallions, for approximately $15.8 million financed from initial Credit Facility proceeds. These financing relationships validate our asset base, provide growth capital, and position us to pursue opportunities on an efficient capital basis while maintaining conservative leverage.

Multiple Avenues for Medallion Deployment. Through Signal Taxi, we believe we are uniquely positioned as a participant in the NYC street-hail market with both an operating fleet to deploy medallions and a balance sheet to support seller financing. This dual capability allows us to monetize medallions through leasing, sale, or financing—whichever avenue maximizes risk-adjusted returns given prevailing market conditions.

Scale-Driven Market Intelligence. Our interest in approximately 29% of outstanding NYC taxi medallions gives us what we believe to be the best available data on all aspects of the market—driver economics, passenger demand trends, medallion transfer activity, lending conditions, and regulatory developments. This intelligence informs our lending, valuation, fleet management, and strategic planning activities.

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Proven Restructuring Track Record. Since inception in 2018, we have restructured, resolved or reperformed over 2,624 medallion loans while maintaining significant cash collections and recoupment of capital. This track record demonstrates our ability to navigate distressed credit environments and generate value through active portfolio management.

Scarcity-Protected Collateral. NYC taxi medallions have a fixed, capped supply of 13,587 and cannot be replicated. The medallion’s permanent regulatory scarcity, combined with its exclusive right to street-hail service in the most densely populated U.S. city, provides a collateral floor that differentiates our lending from other specialty finance sectors.

Deep Stakeholder Relationships. We maintain productive relationships with the City of New York, the TLC, the TWA, and the most active medallion brokers. We worked closely with these stakeholders to establish the MRP+ program. These relationships, together with our recognized scale, allow us to participate in the continued development of NYC’s regulated mobility market.

Strategy

Our strategy is to build a scaled, institutional-quality platform for participating in the economics of NYC’s regulated mobility infrastructure. Our primary methods of near-term value creation are:

(i)

Fleet Expansion. Increasing the deployment of vehicles and medallions in our fleet operations to generate growing recurring fleet revenue and to establish the operational infrastructure for a broader mobility services business.

(ii)

Loan Portfolio Optimization. Increasing recoveries on defaulted Non-MRP+ loans through restructuring, enforcement, and resolution activities, while maintaining the stable cash flows generated by our MRP+ loan portfolio.

(iii)

Medallion Sales with Seller Financing. Converting Owned Medallions into new performing loans by selling medallions to owner-operators and providing seller financing. This strategy simultaneously generates capital gains on medallion sales, creates a pipeline of new interest-bearing loans, and supports the health of the broader medallion market by facilitating ownership transfers to working drivers.

(iv)

Attracting Institutional Capital. Positioning MCC as the institutional-quality vehicle through which capital can access the NYC medallion market. The establishment of our DZ Bank Credit Facility and our Auxilior Capital Partners Term Loan—together representing approximately $137.2 million in committed financing—demonstrates the bankability of our asset base and positions us to pursue growth opportunities on an efficient capital basis. As institutional capital returns to this market, we expect both medallion prices and operating cash flows to increase over time. The December 2025 acquisition of TML IV—a medallion loan portfolio financed through our Credit Facility—demonstrates our ability to use our capital structure to accretively grow the portfolio.

We believe that improving the driver experience is a key competitive lever in the regulated street-hail market, as driver availability and satisfaction directly determine fleet utilization and revenue. We seek to modernize the driver experience through a driver-first leasing model, modernized vehicles including our rapidly expanding WAV fleet, data-enabled services that improve driver earnings efficiency, and investments in driver amenities such as a driver clubhouse.

More broadly, we believe the capabilities we have developed in the NYC taxi medallion market—including the ability to acquire, operate, and scale cash-generative businesses and to finance assets in complex, capital-scarce environments—may be applicable to complementary opportunities in other regulated or operationally complex asset classes. We regularly evaluate such opportunities, including potential mergers and acquisitions, with the objective of building durable platforms that compound long-term value.

Regulation

We believe that we are in compliance with all rules and regulations applicable to our business operations.

Exclusion from the Investment Company Act of 1940

We are not an “investment company” as defined under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We do not believe that we meet the definition of an “investment company” under Section 3(a)(1) of the Investment Company Act because (1) we are not, and do not hold ourselves out as being, primarily engaged in the business of investing, reinvesting, or trading in securities and (2) our assets consist of securities issued by our majority-owned and wholly owned subsidiaries, none of which is an investment company or is required to rely on the exceptions in Section 3(c)(1) or 3(c)(7) of the Investment Company Act. Specifically, DePalma I and its wholly owned subsidiaries (through which we hold our medallion loan portfolio) are excepted from the definition of “investment company” in reliance on Section 3(c)(6) and Section 3(c)(5) of the Investment Company Act, which are available for entities primarily engaged, directly or through majority-owned subsidiaries, in certain financing businesses. TML IV (through which we hold an additional portfolio of NYC taxi medallion loans acquired in December 2025) is excepted from the definition of “investment company” on the same basis as DePalma I, in reliance on Section 3(c)(6) and Section 3(c)(5) of the Investment Company Act. DePalma II and its subsidiaries (through which we hold our Owned Medallions and fleet operations) are not investment companies because their assets consist of taxi medallions, vehicles, and medallion leases, none of which are securities within the meaning of the Investment Company Act. In addition, even if DePalma I and/or TML IV were unable to qualify for the exclusions in Section 3(c)(6) and 3(c)(5) of the Investment Company Act, we would continue to fall outside the definition of an “investment company” in Section 3(a)(1)(C) of the Investment Company Act because the value of our “investment securities” (as defined in the Investment Company Act) would not

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exceed 40% of the value of our total assets (exclusive of cash and government securities). We monitor our continued compliance and intend to conduct our operations so that we will not be deemed an investment company.

New York City Taxi and Limousine Commission

The TLC, created in 1971, is the municipal agency responsible for licensing and regulating NYC’s medallion taxicab and for-hire vehicles, including app-based companies such as Uber and Lyft. The TLC establishes public transportation policy, sets fare rates, limits taxi lease rates, regulates vehicle and safety standards, oversees the purchase and sale of taxi medallions, and supervises the medallion licensing and transfer process. As of December 31, 2025, the number of medallion licenses was capped at 13,587; however, the TLC may issue additional licenses up to a number allowed by state and local laws through a sealed-bid process. The TLC also regulates the fares medallion taxi drivers may charge, based on an initial charge, elapsed time, distance, and surcharges.

Chicago Taxi Market

In addition to our NYC taxi medallion loan portfolio, MCC holds a small number of medallion loans collateralized by Chicago taxi medallions. The Chicago taxi market is regulated by the City of Chicago Department of Business Affairs and Consumer Protection, which administers the issuance and transfer of Chicago medallions and sets operational requirements for taxicab operators. Regulatory changes in Chicago, including changes to medallion transfer prices, licensing requirements, or the competitive landscape from ride-sharing services, could affect the value of the collateral securing these loans. As of December 31, 2025, the Chicago medallion loan portfolio represented a small portion of MCC’S total loan portfolio.

Intellectual Property

We do not possess any proprietary intellectual property. We have entered into the MSA with MAM, which provides for, among other things, licensing of the “Marblegate” trademark for use by the Company.

Management and Servicing

Our operations are externally managed by MAM, a firm founded in 2009 that invests in distressed credit opportunities in the U.S. middle market. MAM currently manages approximately $3 billion, is comprised of 28 team members, and is led by professionals with an average of 30 years of experience in restructuring distressed investments. MAM first invested in NYC taxi medallion loans in March 2018, following two years of industry research, and has managed the DePalma Companies since their inception.

Pursuant to the MSA, MAM provides services including strategic oversight of operations, negotiation and oversight of loan origination, structuring, restructuring, and workouts, evaluation of financial and operational performance, provision of a management team to serve as executive officers, and identification and evaluation of debt and equity financing opportunities and potential acquisitions. See “Item 13. Certain Relationships and Related Transactions—Management Services Agreement” for additional information.

In addition to its contractual management role, MAM has played an active role in the development of key industry programs. MAM played a key role in the development and implementation of the MRP+ program, working closely with the City of New York, the TLC, the TWA, and other stakeholders. We believe MAM’s ongoing engagement with regulators, elected officials, driver organizations, and industry participants supports the continued development of the NYC regulated street-hail market.

Field Point is our third-party loan servicer, formed in 2018 to provide a full suite of loan and collateral servicing capabilities. As of December 31, 2025, Field Point serviced more than $751.7 million of loans secured by NYC taxi medallions across our DePalma I and TML IV portfolios, and completed the TLC transfer process for approximately 1,413 medallions owned by DePalma II. Field Point has serviced the TML IV loan portfolio since TML IV’s inception, and has serviced all of DePalma I’s medallion loans since their initial acquisition and onboarding. Field Point provides billing and collections, loan documentation, collateral maintenance, TLC compliance, and loan restructurings and modifications.

Human Capital Resources

As of December 31, 2025, MCC had no employees at the parent company level. Our fleet operations subsidiary, Signal Taxi, had 16 employees and 6 consultant(s) who support day-to-day fleet operations, driver leasing, and vehicle management. At the corporate level, we rely on the employees and service providers of MAM, its affiliates, and Field Point, who have significant experience in medallion loan servicing and have provided organizational infrastructure on a cost-effective basis. Through our servicing agreements, we utilize approximately 30 and 25 individuals of MAM and Field Point, respectively. In managing our human capital resources, we focus on the following key objectives:

Talent and Expertise. We depend on the specialized knowledge and expertise of MAM’s professionals and Field Point’s servicing personnel to manage our medallion loan portfolio and execute our business strategy. We work with our service providers to ensure continuity of key personnel and access to specialized expertise in distressed credit, loan servicing, and regulated mobility markets.

Driver Workforce Development. Signal Taxi’s business model depends on attracting and retaining qualified TLC-licensed drivers. We focus on driver satisfaction and retention through competitive lease terms, modern vehicle offerings including our expanding WAV

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fleet, and driver amenities. As of December 31, 2025, Signal Taxi had approximately 822 active drivers, and we view driver workforce development as integral to our fleet growth strategy.

Health and Safety. We are committed to maintaining safe working conditions for Signal Taxi’s employees and the drivers who lease our vehicles. Signal Taxi’s fleet operations comply with TLC safety regulations, and we maintain insurance coverage for our vehicles and operations. We monitor workplace safety metrics and seek to provide a safe environment for all individuals involved in our operations.

We continuously assess our management capabilities with a view toward long-term value creation. We are currently evaluating whether it would be in stockholders’ best interests to internalize certain operations currently provided through our servicing agreements. Alternatively, we may maintain our external structure while seeking to optimize related expenses. We do not currently maintain pension, health, insurance, stock option, profit-sharing, or similar benefit plans; however, we intend to adopt some or all of such plans in the future.

Environmental Matters

We do not believe that compliance with federal, state, or local environmental laws and regulations has had, or is expected to have, a material effect on our capital expenditures, earnings, or competitive position. Our fleet operations are subject to TLC regulations governing vehicle emissions and environmental standards for taxicab operating in New York City, which mandate the use of certain fuel-efficient and lower emissions and environmental vehicles. We monitor developments in environmental regulation, including potential future requirements related to electric vehicle adoption, but do not currently expect such developments to have a material adverse impact on our business.

Additional Information

Our principal corporate office is located at 5 Greenwich Office Park, Suite 400, Greenwich, Connecticut 06831. Our telephone number is (203) 210-6500 and our website is www.marblegatecapitalcorp.com. We make available on our investor relations page, https://marblegatecapitalcorp.com/sec-filings/, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto, as soon as reasonably practicable after filing with or furnishing to the SEC (https://www.sec.gov). The information on our website is not part of, and is not incorporated by reference into, this Annual Report.

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ITEM 1A. RISK FACTORS.

Summary of Risk Factors

The following is a summary of the principal risks that could adversely affect our business, financial condition, and results of operations. This summary should be read together with the more detailed description of risks set forth in the full “Risk Factors” section of this Annual Report.

Risks Related to Our Business and Operations

•

Our business is heavily concentrated in loans secured by taxi medallions as well as Owned Medallions, which carry a high risk of loss and could be adversely affected by an economic downturn as well as the regulatory policies of the City of New York and the TLC.

•

Our consolidated balance sheet consists substantially of Owned Medallions and loans secured by taxi medallions, the latter of which historically have been associated with significant delinquency rates and risk of default. If we are unable to recover meaningful amounts relative to our acquisition prices on loans in default, our results of operations could be adversely impacted.

•

We may not be able to fully realize the benefits of our participation in the MRP+ which may adversely affect our financial performance.

•

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.

•

The City of New York has committed to seek appropriation for MRP+ funding but is not legally required to make such appropriation. If the City does not obtain appropriation, or if appropriated funding is insufficient, our ability to maintain or expand the MRP+ restructuring program could be materially impaired.

•

The lack of liquidity in our medallion loan portfolio and Owned Medallions as well as rising interest rates may adversely affect our business.

•

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.

•

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.

•

Our fleet operations depend on attracting and retaining a sufficient number of qualified taxi drivers. Competition for drivers and labor market conditions could adversely affect our fleet utilization and revenues.

Risks Related to Growth and Operations

•

The United States District Court for the Southern District of New York issued a ruling requiring all new NYC taxi cabs to be WAV.

•

Adverse developments affecting the financial services industry could adversely affect our business.

•

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.

Risks Related to Market, Competition, and the Mobility Industry

•

The urban mobility industry is highly competitive, with well-established alternatives and low switching costs. If taxis are unable to compete effectively, our business and financial prospects would be adversely impacted.

•

Autonomous vehicle technologies may meaningfully impact the taxi and rideshare industry. If the taxi industry fails to adapt, our financial performance and prospects would be adversely impacted.

•

The Central Business District Tolling Program could result in increased costs to operate taxis, and there is significant uncertainty around the program’s future.

•

An economic downturn in NYC or reduction in discretionary spending could adversely affect our business.

Risks Related to Regulation, Cybersecurity, and Litigation

•

We operate in a highly regulated environment, and if we are found to be in violation of the federal, state, or local laws or regulations applicable to us, our business could suffer.

•

Changes in statutory, regulatory, accounting, and other legal requirements, including changes in accounting principles generally

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accepted in the United States, could potentially impact our operating and financial results.

Risks Related to Our Externalized Management and Corporate Structure

•

The Management Service Agreement entered into upon consummation of the Business Combination was negotiated between related parties and the terms, including fees payable, may not be as favorable to us as if it were negotiated with an unaffiliated third party.

•

Our executive officers, directors, and Manager may allocate time to other businesses, causing potential conflicts of interest

•

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.

•

We may become subject to the Investment Company Act, which could impose significant registration and compliance costs.

•

We may be required to register as an investment company if we are unable to maintain an applicable exemption.

Risks Related to an Investment in Our Securities

•

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.

•

We have in the past, and may in the future, be unable to comply with the listing standards of OTCQX. If we fail to comply with the listing standards in the future, our common stock may be delisted. Delisting could adversely affect the liquidity of our common stock, and the market price of our common stock could decrease, and our ability to obtain sufficient additional capital to fund our operations and to continue to operate would be substantially impaired.

•

We expect to be a “controlled company” within the meaning of the Nasdaq Stock Market (“Nasdaq”) rules and, as a result, will qualify for exemptions from certain corporate governance requirements. As a result, you do not have the same protections afforded to stockholders of companies that are not exempt from such corporate governance requirements.

•

The Manager controls a significant percentage of our outstanding voting power and has the ability to significantly influence corporate actions.

•

Resales of shares by the Manager and other significant stockholders pursuant to the registration rights agreement could depress the market price of our securities.

•

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.

•

Our securities are thinly traded and largely illiquid.

Risks Related to Our Indebtedness and Financing Arrangements

•

We have substantial indebtedness, which could adversely affect our financial condition, limit our ability to raise additional capital, and restrict our operational flexibility.

•

Our debt agreements contain financial and other restrictive covenants that limit our operational and financial flexibility.

•

Cross-default provisions in our debt agreements could result in the acceleration of all our outstanding indebtedness if we default under any single debt instrument.

•

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.

Risks Related to Our Taxi Business, Collateral, and Vehicle Financing

•

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.

•

The acquisition of TML IV LLC exposes us to risks related to the taxi medallion lending business and the integration of this acquired business.

•

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.

Risks Related to Our Guaranty Obligations and Corporate Structure

•

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.

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•

A change of control could trigger defaults under our debt agreements.

Risks Related to Legal and Regulatory Matters

•

We are subject to anti-corruption, anti-money laundering, and sanctions compliance requirements, and any violations could result in significant penalties and reputational harm.

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We may be exposed to risks related to our securities and confidential information.

Our business involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K. The occurrence of any of the events described below could harm our business, operating results, financial condition, liquidity, or prospects. In any such event, the market price of our common stock and warrants could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business. See “Cautionary Note Regarding Forward-Looking Statements.

Risks Related to Our Business and Operations

Our business is heavily concentrated in loans secured by taxi medallions as well as Owned Medallions, which carry a high risk of loss and could be adversely affected by an economic downturn as well as the regulatory policies of the City of New York and the New York City Taxi and Limousine Commission.

Our business is heavily concentrated in medallion collateralized lending and Owned Medallions, including leasing medallions to fleets or other drivers. As a result, we are more susceptible to fluctuations and risks particular to the New York City taxicab industry than a more diversified company, as illustrated by the disruptions experienced during the COVID-19 pandemic. For example, our business is particularly sensitive to macroeconomic conditions that affect the U.S. economy, travel and tourism as well as those that affect the City of New York. We are also more susceptible to the risks of increased regulations and legal and other regulatory actions that are targeted at the for-hire-vehicle, taxicab or automotive industry. Our business concentration could lead to developments that may have a material adverse effect on our results of operations.

By its nature, medallion collateralized lending to sole proprietors or fleet operators that own and operate taxicabs, and leasing Owned Medallions to individuals or fleet operators involves high risk of loss. Although the net interest margins and lease rates are intended to be higher to compensate us for this increased risk, an economic downturn could result in higher loss rates and lower returns than expected, and could affect the profitability of our medallion loan portfolios and Owned Medallions. During periods of economic slowdown, delinquencies, defaults, repossessions, and losses generally increase, and may reduce discretionary spending in areas such as recreation and tourism, which would have a detrimental effect on the taxicab industry, which would in turn impact the value of taxi medallions and lease rates. In addition, during an economic slowdown or recession, our servicing costs may increase without a corresponding increase in our net interest income.

Furthermore, our business is significantly affected by monetary and regulatory policies of the U.S. Federal Government and its agencies, the monetary and regulatory policies of the State of New York and its agencies as well as the regulatory policies of the City of New York, particularly regulations promulgated by the TLC. For example, since 2017, New York State, New York City Council and the TLC have made several changes to the medallion classes and regulations forcing greater transparency and equal regulation among transportation companies, including eliminating the distinction between individual and corporate medallions, temporarily capping the number of ride-sharing licenses, minimum-wage regulations for for-hire vehicle (“FHV”) companies, and congestion pricing. The long-term impact of these changes is still uncertain. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control and could have a material adverse effect on us through interest rate changes, costs of compliance with increased regulation, and other factors. All medallion owners must be approved by TLC, and if we fail to follow TLC regulations and registration requirements, we may lose our license as a medallion leasing agent and taxi fleet operator or receive fines or face other costly penalties, which may have a material adverse effect on our business.

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 anything from the original owner of the medallion so long as the secured party has properly obtained the legal right to the medallion.

Risks associated with the TLC transfer process include properly obtaining the legal right to the medallion (e.g., issues with the auction or surrender of the medallion), properly documenting the right to the medallion (e.g., affidavits detailing the auction or other disposition process), and the risk of outstanding prior liens, taxes, fines, summons, or other “open items” that need to be resolved in order to proceed with the TLC transfer process. There are also general regulatory risks associated with medallion ownership and potential changes to the regulatory framework and TLC practices, including, but not limited to, the TLC slowing or stopping the processing of transfer application packages and the TLC changing the rules or practices associated with medallion ownership and the transfer of ownership, including determining that a certain party is “unfit” to own medallions.

The process we use to estimate losses inherent in our credit exposure requires complex judgments, including forecasts of economic conditions and how those economic conditions might impair the ability of our borrowers to repay their loans. Historically, we have not used the current expected credit losses model or preceding authoritative GAAP for loss reserving, which is used by other specialty

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financing companies and requires us to have to book all losses for all loan loss reserves because we may not recover on the full amount of a loan. However, in many instances with loans in our portfolio, we do not expect to recover on the full amount of such a loan because we acquired the loans at a meaningful discount to its unpaid principal balance through our historical portfolio acquisitions. We have historically and per audits have used fair value accounting to value our medallion loan portfolios and medallions. The degree of uncertainty concerning economic conditions may adversely affect the accuracy of our estimates, which may, in turn, impact the reliability of the process and the quality of our assets.

Our consolidated balance sheet consists substantially of Owned Medallions and loans secured by taxi medallions, the latter of which historically have been associated with significant delinquency rates and risk of default. If we are unable to recover meaningful amounts relative to our acquisition prices on loans in default, our results of operations could be adversely impacted.

Our consolidated balance sheet consists substantially of Owned Medallions and loans secured by taxi medallions, the latter of which historically have been associated with higher-than-average delinquency rates and defaults as substantially all of the loans were acquired from financial institutions after they had defaulted. As of December 31, 2025, we held approximately $361.0 million in aggregate of NYC taxi medallion loans including MRP+ Loans and Non-MRP+ Loans, of which approximately 39.6% of Non-MRP+ Loans by unpaid principal balance were in default. Defaulted loans may result in foreclosure or sale at auction of the medallions securing such loans, which may result in us collecting less interest income over the original stated life of the loan. For many loans in default we may attempt to restructure the debt to restore them to performing status or attempt to recover meaningful amounts in other ways. However these methods may not be successful. If we fail to realize enough value on loans in default to cover the price we paid to acquire the loans in the secondary market then our results of operations could be adversely impacted. The actual rates of delinquencies, defaults, repossessions, and losses on these loans could be more dramatically affected by a general economic downturn. As described in more detail in “Item 1. Business”, a significant portion of our loans are backed by a Supplemental Loan Deficiency Guaranty, which is a program that was established to benefit participating NYC taxi medallion loan lenders like us by providing municipal credit support in the event of defaults by eligible and participating taxi medallion owners. Although the MRP+ is designed to lower the risk of incurring losses from borrowers in default, the MRP+ may not be successful, or as successful as we anticipate. Additionally, we may in the future have loan portfolios that do not consist of loans acquired in the secondary market at discount prices.

We also have Non-MRP+ Loans. We may not be able to efficiently resolve an adequate number of Non-MRP+ Loans. If a borrower defaults on their loan, the medallion could be sold at auction or otherwise foreclosed upon, which could result in us receiving less income than expected. Our ability to efficiently resolve the amount of any medallion loans on beneficial terms may impact our business and results of operations by not producing cash in the short term.

We may not be able to fully realize the benefits of our participation in the MRP+, which may adversely affect our financial performance.

A significant portion of our NYC medallion loans participate in the MRP+ program, which provides municipal credit support through the Reserve Fund. The Reserve Fund was initially funded with $49 million, and the City of New York’s obligations to replenish it are subject to appropriations by the New York City Council. The City is not legally required to appropriate such funds, and its ability to do so may depend on various factors, including its financial condition at the time. As of December 31, 2025, no additional funding in excess of the initial funding has been committed. The initial funding amount may fall short, and until the program is closed and all participants and statistics are quantified we are unable to estimate how long the initial $49 million will last. As a result, the amount held in the Reserve Fund may not be sufficient to support all participating loans in need of debt relief. See “Item 1. Business- MRP and MRP+” for a detailed description of the program terms.

The Reserve Fund is not a guarantee of the City of New York to repay the MRP+ Loans, nor is it an asset of nor pledged to the Company. The City of New York has no legal obligation to pay principal of or interest on any MRP+ Loans. See “Item 1. Business—MRP and MRP+—Reserve Fund” for more information

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.

Taxis face significant competition from ridesharing companies such as Uber and Lyft, public transportation, personal vehicle ownership, and other for-hire vehicles including Street-hail Liveries (“Green Taxis”). Many of these competitors are well-capitalized and offer discounted services, driver incentives, and innovative products that may be more attractive to passengers. The cost for consumers to switch between transportation modes is low, and passengers tend to shift to the lowest-cost or highest-quality provider. Drivers similarly tend to shift to platforms with the highest earnings potential, although drivers with medallion loans may be more reluctant to do so.

Ridesharing companies have expanded significantly since entering NYC in 2011 and often operate under different regulatory requirements, enabling them to pass cost savings to passengers. As competitors introduce new products and as the market evolves, taxis may face additional competitive pressure. While we currently benefit from certain NYC regulations favorable to taxicabs, we cannot guarantee these regulations will remain unchanged. Changes to the competitive or regulatory environment could impact

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borrowers' ability to service debt on medallion loans and could affect the value of our Owned Medallions, adversely affecting our results of operations. See “Item 1. Business-Our Market” for additional information.

A significant portion of our medallion loans that are not participating in the MRP+ are in default and non-performing.

As of December 31, 2025, 32% 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 resolving defaulted loans, our ability to continue such programs is uncertain and subject to many risks, including litigation, foreclosure and ultimate collateral values. For example, foreclosure processes are often lengthy and expensive, and the results of foreclosure processes may be uncertain, as claims may be asserted by the relevant borrower or by other creditors or investors in such borrower that interfere with enforcement of our rights, such as claims that challenge the validity or enforceability of our medallion loan or the priority or perfection of our security interests. Although it has not been our experience to date, our borrowers may attempt to file suit to stop or delay foreclosure actions by asserting numerous claims, counterclaims and defenses against us, including, without limitation, lender liability claims and defenses, even when the assertions may have no merit, in an effort to prolong the foreclosure process and seek to force us into a modification or discounted payoff of our loan for less than we are owed. Additionally, the transfer of certain collateral to us may be limited or prohibited by applicable laws and regulations. Even if we are successful in foreclosing upon collateral securing our medallion loans, the liquidation proceeds upon sale of the underlying medallions or other collateral may not be sufficient to recover our loan. Any costs or delays involved in the foreclosure on the collateral asset will reduce the net proceeds realized and, thus, increase the potential for loss.

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.

We maintain a substantial non-MRP+ loan portfolio that carries elevated non-accrual rates. While we have made significant progress in improving credit performance in this segment, non-accrual rates remain substantially elevated in certain markets, presenting substantial credit risk. Deterioration in non-accrual performance, failure of our restructuring efforts, or adverse economic conditions could result in significant loan losses. See Note 2 and Note 5 to the consolidated financial statements for details regarding non-accrual rates by loan type and market.

Under the MRP+, a “loan enhancement administrator” is required to release funds from the Reserve Fund to pay contractual monthly payments to pay any deficiencies on outstanding amounts owed to the lender upon completion of a disposition of the collateral. If the loan enhancement administrator defaults on its obligation to release those funds, or if the Reserve Fund is depleted without the City of New York making further appropriations to restore it, our operations and loan portfolio may be impacted.

To the extent the MRP+’s loan enhancement administrator defaults on its obligations on administering the program, such default could result in litigation or subject us to delays in collecting payments due to us as a result of our participation in MRP+. If the Reserve Fund is depleted without further appropriations, our ability to collect regular payments of MRP+ Loans would depend only upon our borrowers’ willingness and ability to make payments. As of December 31, 2025, 28.2% of our MRP+ Loans (based on medallion count), representing approximately $60.4 million of unpaid principal balance were delinquent. All delinquent loans that were outside of their grace period had regular payments being made out of the Reserve Fund. Additionally, upon either disposition or resolution of medallion collateral for an MRP+ Loan, if the sale prices attainable in the market are insufficient to cover the outstanding amounts on the loan, it is unlikely we would be able to collect any deficiencies as recovery under the loan documents are limited to the medallion collateral with no personal guarantees.

The lack of liquidity in our medallion loan portfolio and Owned Medallions as well as rising interest rates may adversely affect our business.

The illiquidity of our loan portfolio and Owned Medallions may adversely affect our ability to dispose of these assets at times when it may be advantageous for us to monetize their value, or at any time. In addition, if we were required to liquidate some or all of the medallion loans or Owned Medallions, the proceeds of such liquidation may be significantly less than the current value of such assets. Because we may borrow money to make or acquire medallion loans and other assets, our net operating income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds.

Increase in interest rates has not had an identifiable impact on our interest income, gross income spread, or our ability to passon interest costs to the borrower. The majority of our loan portfolio historically has been non-performing and has not made regular interest payments. As such, the increase in interest rates has not had an identifiable impact on interest income. The majority of our current interest income is from the MRP+ loans, which have a fixed interest rate of 7.3%. As of December 31, 2025, we have external borrowings consisting of our credit facility with DZ Bank AG Deutsche Zentral-Genossenschaftsbank and affiliated lenders (“DZ Bank”), entered into on December 30, 2025 (the “Credit Facility”) and our term loan with Auxilior Capital Partners, Inc. (“Auxilior”), entered into on December 31, 2025 (the “Auxilior Term Loan”). The Credit Facility accrued interest at a weighted average rate of 5.5% during the year ended December 31, 2025, and the Auxilior Term Loan accrues interest at a fixed rate of 8.5% per annum. Changes in interest rates may impact our gross income spread or interest expense going forward. Pursuant to the terms of the Credit

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Facility, we were required to maintain interest rate hedging by January 31, 2026, such that the hedge percentage is at all times not less than 80% and not greater than 110% of the estimated Facility balance. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Key Factors Affecting Operating Results—Changes in Interest Rates” for more information.

As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our interest income. In periods of sharply rising interest rates, our cost of funds would increase, which would reduce our net operating income before net realized and unrealized gains and materially affect our results of operations.

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.

Medallion values are substantially lower than historical peak levels reached over a decade ago. However, values have stabilized in recent years and shown improvement in recent periods. Our primary risk is not continued decline but rather potential adverse developments that could cause values to deteriorate from current stabilized levels. If economic conditions in the taxicab industry deteriorate, if regulatory changes limit the use or value of medallions, if competition from ride-sharing services intensifies, or if conditions in our markets worsen, medallion values could decline from their current levels. Such declines could impair our collateral values and reduce equity cushions in our medallion-backed loans.

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.

Signal Taxi is a wholly owned subsidiary of DePalma II that operates a TLC-licensed taxi fleet in New York City. As of December 31, 2025, Signal Taxi operated a fleet of approximately 799 vehicles with approximately 822 active drivers as of December 31, 2025, with an additional approximately 118 vehicles managed under our Consulting Agreement, for a total managed fleet of approximately 917 vehicles. During 2025, our managed fleet grew from approximately 376 vehicles at December 31, 2024 to approximately 917 vehicles at December 31, 2025, an increase of approximately 144%. Signal Taxi’s wheelchair accessible vehicle (“WAV”) fleet expanded from approximately 190 vehicles to over 725 vehicles during the same period, representing growth of more than 280%.

Our ability to continue this growth trajectory depends on several factors, including: the availability and cost of WAV-compliant and other suitable vehicles; the availability of a sufficient number of licensed TLC drivers willing to lease our vehicles; our ability to scale operational infrastructure, including garage space, vehicle maintenance, and driver support services, in a cost-effective manner; and DePalma II’s discretion regarding the pace of medallion deployment. Vehicle acquisition costs may be adversely affected by tariffs on imported vehicles and component parts, and WAV vehicles carry a higher per-unit cost than standard sedans. Driver availability is seasonal and subject to competition from ridesharing platforms.

If we are unable to continue to grow Signal Taxi’s fleet, or if fleet growth does not translate into proportional increases in fleet revenue and operating cash flows, our results of operations and the value of our Owned Medallions could be adversely affected. In the event we are unable to scale Signal Taxi as desired, we may pursue alternative fleet arrangements with third parties, which could cause operational disruptions and increase costs.

Our Credit Facility and Term Loan contain financial covenants and collateral requirements. A breach of these covenants or the failure to maintain required collateral levels could restrict our liquidity and adversely affect our operations.

In December 2025, we entered into a $120 million revolving credit facility with DZ Bank (the “Credit Facility”) and an approximately $17.2 million term loan with Auxilior Capital Partners (the “Term Loan”). The Credit Facility requires MRP+ loans to be assigned into a bankruptcy-remote special purpose vehicle (the “SPV”) as collateral, and the principal balance of advances outstanding may not exceed 80% of the principal outstanding on collateralized MRP+ loans. All cash receipts from borrowers on collateralized MRP+ loans are deposited into a lockbox account subject to control by the lender, with funds disbursed monthly based on a priority of payments schedule that prioritizes lender fees and accrued interest.

Both the Credit Facility and the Term Loan contain customary affirmative and negative covenants, including financial condition and testing covenants such as equity requirements and limits. The Credit Facility also requires the execution of an interest rate hedge by January 31, 2026. A breach of any covenants could result in an event of default, acceleration of outstanding obligations, and the lender exercising its rights over the collateral in the SPV, which includes a significant portion of our performing MRP+ loan portfolio. Any such acceleration or restriction on our ability to access the Credit Facility could have a material adverse effect on our liquidity, operations, and financial condition.

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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.

Our profitability may be directly affected by interest rate levels and fluctuations. The majority of our current interest income is from MRP+ Loans, which have a fixed interest rate of 7.3%. Our Term Loan accrues interest at a fixed rate of 8.5% per annum. Our Credit Facility accrues interest at variable rates. The Credit Facility requires the Borrower to enter into interest rate hedging transactions, with a hedge notional amount between 80% and 110% of the estimated Facility Balance. As of December 31, 2025, no interest rate hedge was in place. Subsequent to year-end, on January 26, 2026, the Borrower entered into an interest rate swap covering existing draws, within the required deadline of January 31, 2026. Additional draws on the Credit Facility beyond the hedged notional amount would be subject to prevailing interest rates and would require new swap hedges, which could be at higher rates than our existing hedge. If interest rates are higher at the time of additional draws, our incremental cost of funds would increase, which could reduce our net interest income on those borrowings and materially affect our results of operations.

In addition, the fair value of our MRP+ loan portfolio is determined by applying a discount rate to anticipated future cash flows. Changes in interest rates may impact the discount rate and therefore the valuation of our MRP+ loans. With respect to Non-MRP+ Loans, approximately 39.6% of which are in default as of December 31, 2025, we believe we can generally pass on increased interest costs to borrowers when restructuring or originating new loans at market rates. However, higher interest rates may make it more difficult for borrowers to accept restructured loan terms.

Under the MRP+, borrowers have explicit prepayment rights and can make prepayment at par once a month with no penalty. A borrower is likely to exercise prepayment rights when the interest rate payable on their loan is high relative to prevailing rates. Any future collateralized medallion lending may be at lower yields than the debt that was repaid, which could materially affect our results of operations. Additionally, the Credit Facility requires the execution of an interest rate hedge. Our failure to maintain an effective hedging strategy could expose us to additional interest rate risk.

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.

Our fleet operations and the broader NYC taxi market are directly sensitive to fuel prices. Taxi drivers bear the cost of fuel, and sustained increases in fuel prices reduce driver take-home earnings, which may cause drivers to reduce the number of hours they drive, shift to competing platforms that may offer fuel subsidies or electric vehicle fleets, or exit the industry entirely. Reduced driver availability would negatively impact our fleet utilization and fleet revenues. In addition, higher fuel costs for our medallion loan borrowers could lead to increased delinquencies and defaults on our Non-MRP+ Loans.

Armed conflict involving major oil-producing nations—including the ongoing conflict involving Iran—could result in significant disruptions to global oil supply, sustained price increases, and broader macroeconomic instability that would compound these effects. While the City of New York has implemented fare increases in the past to partially offset rising costs, there can be no assurance that future fare adjustments will be timely or sufficient. Furthermore, any transition to electric vehicles to mitigate fuel price exposure would require significant capital investment and may face infrastructure, regulatory, and supply chain challenges. Broader geopolitical instability may also affect travel and tourism to NYC, which is a significant demand driver for taxi services.

Changes in taxicab industry regulations that result in the issuance of additional medallions or increases in the expenses involved in operating a medallion could lead to a decrease in the value of our medallion loan collateral or our Owned Medallions.

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 United States, limits the supply of taxi medallions. This regulation results in supply restrictions that support the value of medallions. Actions that loosen these restrictions and result in the issuance of additional medallions into a market could decrease the value of medallions in that market. If this were to occur, the value of the collateral securing our then-outstanding medallion loans and Owned Medallions in that market could be adversely affected. While we do not believe there are plans to issue new medallions in the future, we are unable to forecast with any degree of certainty whether any other potential increases in the supply of medallions will occur.

In the City of New York and in other markets where we own medallion loans and medallions, taxicab fares are generally set by government agencies. Expenses associated with operating taxicabs are largely unregulated. As a result, the ability of taxicab operators to recoup increases in expenses is limited in the short term. Escalating expenses, such as rising gas prices, can render taxicab operations less profitable, could cause borrowers to default on loans from us, and could potentially adversely affect the value of our collateral and our Owned Medallions. From November 2022 to December 2025, farebox per day increased 40.0%.

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.

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 providing for-hire services the City of New York, such as those provided by drivers on ride-sharing platforms. These minimum rates took effect in February 2019. Since implementation, these regulations have had an adverse impact on

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the performance of ride-share providers in the City of New York and may continue to do so in the future. In August 2018, the New York City Council voted to approve various measures to further regulate ride-share providers, including driver earning rules and licensing requirements.

Additionally, in January 2025, the City of New York proposed certain legislation requiring any autonomous cars operated by ridesharing companies to still require a valid medallion. There can be no guarantee that such legislation will be passed and go into effect.

Currently, the aggregate number of medallions in NYC is capped at the current status quo, and thus our share of the medallion market remains stable and somewhat insulated from competition from other medallion lenders and fleet operators. However, if TLC created more medallions, there could be increased risk of competition from other collateralized medallion lenders or the value of existing medallions could decline as a result of increased medallion supply. See “Item 1. Business” for more information.

We cannot predict the status of these and other similar regulations in the future, and if the resulting regulations are not favorable to taxicabs it may negatively impact our business operations by causing borrowers to default on loans from us and adversely affecting the value of our collateral and our Owned Medallions.

Our business and loan portfolio are concentrated in the NYC taxi medallion industry, which subjects us to heightened risk from industry-specific downturns.

Substantially all of our revenue and asset value is derived from NYC taxi medallion loans collateralized by NYC taxi medallions and owned NYC taxi medallions. Our loan portfolio is, and we expect it to continue to be, concentrated within the NYC taxi medallion industry and sector. As a result, an economic downturn in the NYC taxicab industry could lead to an increase in defaults by our loan borrowers and lower cash flows on our medallion assets. Additionally, because taxi companies that constitute separate issuers may have related management or guarantors and constitute larger business relationships to us, the aggregate returns we realize may be adversely affected if a small number of loans perform poorly or if we need to write down the value of any one loan. We cannot be certain that we would, in those circumstances, be able to sufficiently diversify our operations outside of the NYC taxicab market.

Increases in fuel, food, labor, energy, and other costs due to inflation and other factors could adversely affect our operating results. In addition, supply chain disruptions may make expansion and maintenance of our existing taxi fleet challenging or prohibitively expensive.

Factors such as inflation, increased fuel prices, and increased vehicle purchase, rental, or maintenance costs, including increased prices of new and used vehicle parts as a result of recent global supply chain challenges, may increase the costs incurred by taxi drivers. Similarly, factors such as inflation, increased food costs, increased labor costs, increased rental costs, and increased energy costs may increase driver operating costs. In many cases, these increased costs may cause taxis to spend less time providing service. Likewise, these increased costs may cause fleet operators to pass costs on to drivers by increasing prices, which would likely cause fleet utilization to decline. A decreased supply of taxi drivers could lead to an increase in defaults by our loan borrowers on our medallion loans and lower cash flows on all of our medallion assets.

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.

American Transit Insurance Company (“American Transit”), the largest liability insurer of for-hire vehicles in New York City has been declared insolvent. We anticipate that the taxi industry will be negatively impacted by the insolvency of American Transit, as fleets and owners/operators of taxis may struggle to find alternative insurance providers. The lack of insurance providers could expose us and our borrowers to significant cost increases. The loss of American Transit may lead to an increase in the price of our own insurance policies, thereby adversely affecting our financial condition and results of operations.

Our fleet operations depend on attracting and retaining a sufficient number of qualified taxi drivers. Competition for drivers and labor market conditions could adversely affect our fleet utilization and revenues.

Signal Taxi’s fleet operations depend on a steady supply of licensed TLC drivers who are willing to lease our vehicles and medallions on a weekly basis. The driver labor market in NYC is competitive, with ridesharing companies such as Uber and Lyft actively recruiting drivers by offering flexible hours, earning incentives, and in some cases subsidized vehicle access or fuel benefits. The TLC’s minimum pay standards apply to FHV drivers but not to taxi drivers, which may create an earnings gap that makes driving for ridesharing platforms more attractive to some drivers. Driver availability is also seasonal, with periods of lower availability during holidays and summer months.

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If we are unable to attract and retain a sufficient number of drivers, our fleet utilization will decline, our fleet revenues will decrease, and our ability to achieve our fleet growth targets will be impaired. Increased driver recruitment or retention costs could also reduce the profitability of our fleet operations. Our ability to grow Signal Taxi’s fleet is directly contingent on our ability to attract drivers, and our strategy to develop a pipeline of future medallion purchasers from within our driver base would be adversely affected if driver volumes are insufficient.

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.

The funds in our operating account and our trust account are held in banks or other financial institutions. Such funds exceeding $250,000 are not insured against loss by the Federal Deposit Insurance Corporation (“FDIC”). Should events, including limited liquidity, defaults, non- performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. Although we did not have any funds in Silicon Valley 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.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with a potential business combination, or at all, and could have material adverse impacts on our liquidity, our business, financial condition or results of operations, and our prospects.

The impact of economic conditions, including the resulting effect on discretionary passenger spending, may harm our business and operating results.

Our performance is subject to economic conditions and their impact on levels of discretionary passenger spending. Some of the factors that have an impact on discretionary passenger spending include general economic conditions, slower growth or recession, inflation, unemployment, passenger debt, reductions in net worth, residential real estate and mortgage markets, taxation, energy prices, interest rates, passenger confidence, and other macroeconomic factors. Passenger preferences tend to shift to lower-cost alternatives during recessionary periods and other periods in which disposable income is adversely affected. In such circumstances, passengers may choose to forgo taxis for lower-cost personal vehicle or public transportation alternatives, or may reduce total miles traveled as economic activity decreases. Such a shift in passenger behavior may harm our business, financial condition, and operating results. Likewise, small businesses and individuals that do not have substantial resources, including many of the taxi drivers we do business with, tend to be more adversely affected by poor economic conditions than large businesses.

In addition, economic instability or uncertainty, and other events beyond our control, such as the COVID-19 pandemic, have, and may continue to, put pressure on economic conditions, which has led and could lead to reduced demand for services on our platform or greater operating expenses. We regularly maintain cash balances at third-party financial institutions in excess of the FDIC insurance limit and are therefore reliant on banks and other financial institutions to safeguard and allow ready access to these assets. If banks or financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened. If general economic conditions deteriorate in the United States, and in particular in the City of New York, discretionary spending may decline and demand for taxi service may be reduced, adversely affecting the value of our collateral and our Owned Medallions. A recessionary period may have a further adverse effect on our revenue.

If autonomous vehicle technologies continue to improve and provide passengers with additional transportation alternatives, and the taxi industry fails to adapt to the use of autonomous vehicle technologies, our financial performance and prospects would be adversely impacted.

Autonomous vehicle technologies may have the ability to meaningfully impact the taxi and ride share industry. Several companies are developing autonomous ride share technology, including Aurora, Waymo, Cruise Automation, Tesla, Apple, Zoox (which Amazon has acquired), Aptiv, and Nuro, either alone or through collaborations with car manufacturers, and we expect that they will use such technology to further compete in the mobility and logistics industries. Waymo has already introduced a commercialized ridehailing fleet of autonomous vehicles, and it is possible that additional companies could introduce autonomous vehicle offerings. In the event that our competitors bring autonomous vehicles to market before the taxi industry is able to adjust, they may be able to leverage such technology to compete more effectively with taxis, which would adversely impact our financial performance and our prospects. For example, the use of autonomous vehicles could substantially reduce the cost of providing mobility or logistics services, which could allow ride sharing companies to offer such services at a substantially lower price as compared to the price available to passengers using taxis. If a significant number of passengers choose to use these offerings instead of taxis, thereby causing the value of taxi medallions to decrease, our financial performance and prospects would be adversely impacted. However, in December 2025, the City

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of New York proposed certain legislation requiring any autonomous cars operated by ridesharing companies to still require a valid medallion. This regulation also requires that all vehicles licensed by the TLC must be operated by a human driver at all times. There can be no guarantee that such legislation will be passed and become effective. If it were to pass and become effective, it could mitigate some of the risks of autonomous vehicle technology to the Company.

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.

We face climate change-related physical and transition risks, which include the risk of market shifts toward electric vehicles (“EVs”) and lower carbon business models and risks related to extreme weather events or natural disasters. Climate-related events, including the increasing frequency, severity and duration of extreme weather events and their impact on critical infrastructure in the United States and elsewhere, have the potential to disrupt our business.

Congress and other governmental authorities have either considered or implemented various laws and regulations in response to climate change and the reduction of greenhouse gases. Existing environmental regulations could be revised or reinterpreted, new laws and regulations could be adopted, and future changes in environmental laws and regulations could occur, which could impose additional costs on the operation of our borrowers and other partners. Regulations to cut gasoline use and control greenhouse gas emissions from new cars could adversely affect taxicab driver customers. The taxicab industry may have to make significant capital and other expenditures to comply with these laws and regulations. Changes in, or new, environmental restrictions may force taxicab drivers and fleet operators to incur significant expenses or expenses that may exceed their estimates. There can be no assurance that we or our borrowers would be able to recover all or any increased environmental costs or that our borrowers’ businesses, financial condition or results of operations would not be materially and adversely affected by such expenditures or any changes in environmental laws and regulations, in which case the value of medallion loans and Owned Medallions could be adversely affected.

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.

In recent years, increased competition has reduced the overall market for taxi services, income generated from operating medallions, and the value of taxi medallions. If these trends continue, there will be further negative impacts to our medallion loans and related assets.

Government entities may take other actions in the future, which could have adverse effects on the market for taxi medallions and which could affect our financial condition and results of operations. The City of New York, like most other major cities in the United States, limits the supply of taxi medallions. This regulation results in supply restrictions that support the value of medallions. Actions that loosen these restrictions and result in the issuance of additional medallions into a market could decrease the value of medallions in that market. Loosening restrictions that result in the issuance of additional taxi medallions could decrease the value of taxi medallions in the NYC metropolitan area and in turn, adversely affect the value of the collateral securing our then-outstanding medallion loans in that market.

If taxi medallion values decline in the future, there is likely to be an increase in medallion loan delinquencies, foreclosures and borrower bankruptcies. See “—Our balance sheet consists substantially of loans secured by taxi medallions, which historically have been associated with significant delinquencyrates and risk of default. If we are unable to recover meaningful amounts relative to our acquisition prices on loans in default, our results of operations could be adversely impacted.” Our ability to recover on defaulted medallion loans by foreclosing on and selling the taxi medallion collateral would be diminished, which would result in future losses on defaulted medallion loans that could have an effect on our business. If we are required to liquidate all or a portion of our medallion loans quickly, we could realize less than the value at which we had previously recorded such medallions.

Uncertainty relating to the reporting of collateral values for our loans may adversely affect the value of our portfolio.

Medallion loans are primarily collateral-based lending. Collateral values for medallion loans reflect a combination of recent sales prices obtained from the regulatory agency in a particular local market and intrinsic value analyses based on management estimates and other factors. The illiquidity and distressed nature of the taxi industry over the last several years has resulted in a wide range of reported medallion sale transaction values, including many which we believe are not reflective of the intrinsic value of the collateral or the potential recoveries on our loans as all of our Non-MRP+ Loans also benefit from the personal guarantees of the borrowers or their affiliates.

Changes in prevailing interest rates could adversely affect our business, cost of capital, and net interest income.

Under the MRP+, borrowers have prepayment rights allowing them to prepay at par once per month without penalty. Borrowers of Non-MRP+ Loans can generally make prepayments as well. A borrower is likely to exercise prepayment rights when the interest rate on their loan is high relative to prevailing rates. If a substantial number of borrowers elect to prepay, our results of operations could be materially adversely affected, and prepayments could negatively impact our return on equity.

Although all of our current loans have fixed interest rates, our profitability may be affected by interest rate fluctuations in connection with new lending or restructurings of defaulted loans. If interest rates increase, it may be more difficult for borrowers to accept the

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terms of new or restructured loans. Additionally, the rates we can charge on future seller financings are limited by market conditions, restricting our ability to pass on increased interest costs. If we borrow in the future to fund our loans and investments, our income could be dependent upon the spread between our borrowing rate and the fixed interest rate on our MRP+ Loan portfolio. In periods of sharply rising interest rates, our cost of funds would increase, reducing our net operating income. See “Item 7. Management's Discussion and Analysis-Key Factors Affecting Operating Results-Changes in Interest Rates” for more information.

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 business may be adversely impacted.

We are reliant on third-party service providers in our taxi leasing operations to assist us in managing a garage for our fleet and repairing our vehicles, among other services. While these arrangements would allow us to focus on our business, they reduce our direct control over the services necessary for our fleet to function. If our third-party logistics service providers fail to comply with applicable NYC rules and regulations or provide the critical services, our business may be materially and adversely affected. If any of our third-party service providers’ operations or services are disrupted or terminated, we may not be able to find alternative third-party service providers in a timely manner.

We signed a non-exclusive operating agreement with a third-party taxi fleet who will provide us with services in exchange for a fee. Such services will include, but not be limited to, access to their garage facilities, taxicab repairs and operational support. If these third-party service providers fail to satisfy their obligations, it will negatively impact our operating results.

Our operations depend on information technology systems, and cybersecurity threats could disrupt our business, harm our reputation, and expose us to liability.

We and our third-party service providers rely on information technology networks and systems to process personal, confidential, and financial information, manage business processes, and comply with regulatory requirements. These systems may be vulnerable to cybersecurity threats, including phishing, ransomware, denial-of-service attacks, credential stuffing, and other sophisticated techniques employed by hackers. If our systems or those of our third-party providers suffer security breaches, disruptions, or unauthorized access, our operations could be materially impacted. The risk of unauthorized access has been heightened by advances in computer capabilities and the increasing sophistication of threat actors. Breaches experienced by other companies may also be leveraged against us through credential stuffing and similar attacks.

Despite security measures, we cannot guarantee protection against all threats and we may not be able to anticipate or implement effective preventive measures against all threats. Our security measures may not prevent service interruptions, system failures, data loss, or other adverse consequences. Third-party breaches could also compromise our systems. See “Item 1C. Cybersecurity” for information on our cybersecurity risk management program.

An actual or perceived security breach could require notification under applicable data privacy regulations, resulting in reputational harm, costly litigation, loss of confidence in our systems, regulatory scrutiny, regulatory actions, fines, and significant expenses. The costs to respond to a breach or mitigate vulnerabilities could be substantial, and mandatory disclosure requirements could lead to negative publicity and loss of customer confidence.

Our board of directors and Audit Committee oversee cybersecurity risk management, including oversight of third-party service providers. We may incur substantial expenses to maintain adequate security measures and comply with evolving data privacy and security requirements. See “Item 1C. Cybersecurity” for additional information on our governance and oversight of cybersecurity risks.

We and our third-party service providers may not have adequate insurance coverage for security incidents or breaches. If the impacts of a security incident exceed our available insurance coverage, or if such incidents result in changes to our insurance policies (including premium increases or large deductibles), it could harm our business. We cannot be sure that our existing insurance coverage will continue to be available on acceptable terms.

To date, cyber-attacks have not had a material impact on our financial condition, results or business; however, we could suffer material financial or other losses in the future and we are not able to predict the severity of these attacks. Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, the current global economic and political environment, the current work-from-home environment, the outsourcing of the majority of our business operations, the ongoing shortage of qualified cybersecurity professionals, and the interconnectivity and interdependence of third parties to our systems.

Lending to individual taxi owners/operators, taxi fleet operators or passive investors involves a high degree of risk and is highly speculative.

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.

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Historically, our borrower base consists primarily of individual taxi owners/operators, taxi fleet operators or passive investors that may have limited resources and that are generally unable to obtain financing from traditional sources. There is generally no publicly available information about these borrowers, and we must rely on the diligence conducted by the employees of our affiliates, our Manager, Field Point and other third-party service providers to obtain information in connection with our credit decisions. In addition, these borrowers often do not have audited financial statements.

Changes in the regulations and interpretations of existing regulations applicable to small business lending could negatively impact our business.

Our loans secured by taxi medallions are often made to small businesses and sole proprietors. A growing number of states have adopted laws that require certain commercial lenders to (i) deliver disclosures summarizing loan terms to commercial borrowers and (ii) register with state regulatory authorities in some instances, which could require alterations to our lending procedures and increase our legal and compliance costs. In addition, these loans are not consumer loans, and therefore are not subject to the collection rules and regulations contained in the Fair Debt Collection Practices Act or within the scope of the Consumer Financial Protection Bureau’s (“CFPB”) authority, though the general restrictions against abusive, unfair, or deceptive collections practices contained in the Unfair, Deceptive, or Abusive Acts or Practices provisions of the Dodd-Frank Act may apply to our collections practices. In addition, the CFPB has recently signaled a desire to be more aggressive regarding debt collection in general as well as a strong interest in protection of small business credit programs, even though such commercial programs are generally outside its purview. Should the authority of the CFPB be expanded to expressly include regulation of small business lending, we could be required to alter our lending and collections practices, which could materially increase the cost of enforcing our remedies with respect to defaulted taxi medallion loans and negatively impact recoveries.

We depend on the accuracy and completeness of information about borrowers.

In deciding whether to extend credit or enter into other transactions, and in evaluating and monitoring our medallion loan portfolio on an ongoing basis, we may rely on information furnished by or on behalf of borrowers, including financial statements, credit reports and other financial information. We may also rely on representations of those borrowers or of other third parties, such as independent auditors, as to the accuracy and completeness of that information. The failure to receive financial statements, credit reports or other financial or business information related to our borrowers on a timely basis, or the inadvertent reliance by us on inaccurate, incomplete, fraudulent or misleading forms of any of the foregoing information, could result in loan losses, reputational damage or other effects that could have a material adverse effect on our business, financial condition or results of operations.

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.

If any of our insurance service providers fails to service claims to our expectations, discontinues coverage, increases costs, or changes terms unfavorably, we may not be able to secure replacement coverage on reasonable terms. In such circumstances, we may incur additional expenses to service claims using internal resources, which could adversely affect our results of operations.

Risks Related to Growth and Operations

Competition with other lenders could adversely affect us.

The NYC taxi medallion lending market historically has been served by a variety of entities, including banks, savings and loan associations, credit unions, independent finance companies, and financial technology companies. This level of competition may increase in more stable or favorable economic conditions. Increasing competition could also require us to lower the rates we charge on loans in order to maintain our active loan portfolio, which could also have a material adverse effect on our business, financial condition and results of operations.

The United States District Court for the Southern District of New York issued a ruling requiring all new NYC taxi cabs to be wheelchair accessible vehicles (“WAV”). This ruling may adversely affect our business.

On September 3, 2024, the United States District Court for the Southern District of New York issued a ruling that requires all new yellow taxicabs joining NYC’s active taxicab fleet to be WAV until 50% of NYC’s authorized medallions are on WAV. This ruling may materially adversely affect our business in several ways. First, WAV vehicles are generally more expensive to purchase and maintain than non-WAV vehicles, which could increase our capital expenditure requirements for fleet expansion. Second, certain drivers may prefer to drive non-WAV vehicles which could make it more difficult for us to attract and retain drivers and may decrease revenue if we struggle to lease out WAV vehicles. Third, the ruling may increase operating costs for our borrowers and other medallion owners, which could adversely affect their ability to service their debt obligations to us. We currently participate in the City of New York’s WAV incentive program, which provides rebate credits for placing WAV vehicles into service and completing qualifying trips; however, there can be no assurance that such incentive programs will continue or will be sufficient to offset the additional costs associated with WAV compliance.

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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.

In connection with the Business Combination, we recognized a deferred tax liability of $54.1 million, primarily arising from the difference between the tax basis received and the book basis in our 83.7% ownership interest in the DePalma Companies. The temporary differences are primarily driven by medallion amortization and unrealized gains and losses on loans held for investment within the DePalma Companies. The DePalma Companies are treated as partnerships for U.S. tax purposes and are not subject to entity-level income taxes.

This deferred tax liability will reverse over time as the underlying temporary differences reverse, which could result in material cash tax obligations in future periods. The timing and magnitude of these cash tax obligations will depend on factors including the pace of medallion dispositions, loan resolutions, changes in fair value of our loan portfolio, and changes in applicable tax rates. Our effective tax rate for the year ended December 31, 2025 was 537.3%, driven primarily by the one-time recognition of this deferred tax liability against modest pre-tax income. While we expect our effective tax rate to normalize in future periods, there can be no assurance that our tax rate will not remain elevated or volatile, which could adversely affect reported financial results and investor perception of our financial performance.

Adverse developments affecting the financial services industry could adversely affect our business.

Our funds are held in banks and other financial institutions, and funds exceeding $250,000 are not insured by the FDIC. Events including limited liquidity, defaults, or non-performance by financial institutions could adversely affect our liquidity. In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable financing terms, including higher interest rates and tighter covenants, which could make it more difficult for us to obtain financing on favorable terms and could adversely affect our business, financial condition, and prospects.

Terrorist attacks, other acts of violence or war, public health crises, political crises, natural disasters and other unexpected events may affect any market for our securities, impact the businesses in which we invest, and harm our operations and profitability.

Any unexpected events, including terrorist attacks, natural disasters and other disruptions may harm our results of operations and your investment.

A significant natural disaster, such as an earthquake, fire, hurricane, tornado, flood or significant power outage, could disrupt our operations or the operations of our third-party technology providers. The impact of climate change may increase these risks. In addition, any public health crises, such as the COVID-19 pandemic, other epidemics, political crises, such as terrorist attacks, war and other political or social instability and other geopolitical developments, or other catastrophic events could adversely affect our operations or the economy as a whole. In particular, our business is focused in the NYC metropolitan area, which suffered a terrorist attack in 2001 and has faced continued threats. Another terrorist attack in the City of New York or elsewhere could severely impact our results of operations. The impact of any natural disaster, act of terrorism or other disruption to us or our third-party providers’ abilities could adversely affect our business, financial condition and results of operations. All of the aforementioned risks may be further increased if our disaster recovery plans prove to be inadequate. Losses resulting from terrorist attacks are generally uninsurable.

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.

As we currently have no employees at the parent company level, we rely heavily on our Manager and our third-party service provider, Field Point, for substantially all of the day-to-day services we require. Our fleet operations subsidiary, Signal Taxi, has its own employees who support day-to-day fleet operations, driver leasing, and vehicle management; however, strategic oversight, lending operations, loan servicing, and public company compliance are provided through our Manager, Field Point, and other third-party service providers. Since inception, our Manager and Field Point have provided various services to us on a day-to-day basis, including, but not limited to, providing management oversight of us, evaluating, managing, negotiating and overseeing the acquisition and disposition of our assets, including NYC taxi medallions, NYC taxi medallion loans and other assets or property, and evaluating, managing, negotiating and overseeing the sale, structuring, restructuring and workout of NYC taxi medallion loans held by us and evaluating our financial and operational performance. In addition, the Manager and Field Point may provide services related to the future selling of medallions, potentially with seller financing. As a result, we are heavily reliant on our Manager, which has significant discretion as to the implementation and execution of our business strategies and risk management practices. We are subject to the risk of discontinuation of our Manager’s operations or termination of the Management Service Agreement that we entered into upon consummation of the Business Combination and the risk that, upon such event, no suitable replacement will be found. We believe that our success depends to a significant extent upon the expertise and services of the executive officers and other key personnel provided to us through our Manager and that discontinuation of its operations or the loss of its key management personnel could have a material adverse effect on our ability to achieve our investment objectives. See “Risks Related to Our Externalized Management and Corporate Structure.”

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Since our inception, Field Point has serviced our medallion loans starting from the initial acquisition and onboarding of each acquired loan portfolio. Under the terms of the servicing agreements, Field Point provides services to us and is responsible for managing and assisting in making collections on the medallion loans, assisting with loan documentation, credit reporting, foreclosures, loan restructuring, and other crucial operations. We believe Field Point is the largest servicer of taxi medallion loans in the NYC taxi market.

While outsourcing arrangements may lower our cost of operations, they also reduce our direct control over the services rendered. It is uncertain what effect such diminished control will have on the quality of services rendered, on our ability to quickly respond to changing market conditions, or on our ability to ensure compliance with all applicable federal and local laws and regulations. If we do not effectively develop and manage our outsourcing strategies, if our third-party service providers pass on the cost of inflation to us or do not perform as anticipated, or do not adequately protect our data from cyber-related security breaches, or if there are delays or difficulties in enhancing business operational difficulties, increased costs, and loss of sensitive data, quality and compliance issues, any of which could materially and adversely affect our business, financial condition and results of operations.

Certain other companies managed by our Manager or its affiliates, Field Point and other third-party service providers, which have investment objectives or business operations similar to ours, also rely on many of these same officers and professionals. Our Manager or its affiliates, Field Point and other third-party service operators may face conflicts of interest if we enter into transactions with an affiliate. In addition, our Manager and certain of its affiliates, Field Point and certain other third-party service providers are presently, and plan in the future to continue to be, involved with activities that are unrelated to us. As a result of these activities, our Manager, its employees and certain of its affiliates, as well as Field Point and its employees and other third-party service providers will have conflicts of interest in allocating their time between us and the other activities in which they are or may become involved. See “Risks Related to Our Externalized Management and Corporate Structure.”

If we are unable to effectively manage our relationship and the agreement under which Field Point operates or we may have with any other third-party service providers where we outsource our operation, our results of operations and cash flows could be adversely impacted. Further, failure of Field Point or other third-party service providers to meet its obligations to us or substantial disruptions in the relationships between such service providers and us could adversely impact our operations and financial results. Additionally, our concentration of servicing with a single provider means that any disruption to Field Point’s operations, including loss of key personnel, technology failures, or regulatory issues, could have a material adverse effect on our ability to collect on our loan portfolio and manage our medallion assets.

Misconduct by current or former affiliates’ employees and service providers could expose us to significant legal liability and reputational harm.

Current and former employees of our affiliates and our service providers could engage or could have engaged in misconduct that adversely affects our business. For example, if such a person were to engage, or previously engaged, in fraudulent, illegal or suspicious activities, we could be subject to regulatory sanctions and suffer serious harm to our reputation (as a consequence of the negative perception resulting from such activities), financial position, third-party relationships and ability to forge new relationships with third-party dealers or contractors. Our business often requires that we deal with confidential information. If our current and former affiliates’ employees and service providers were to improperly use or disclose this information or previously improperly used or disclosed this information, even if inadvertently, we could suffer serious harm to our reputation, financial position and current and future business relationships. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent this activity may not always be effective. Misconduct by our affiliates’ employees and service providers, or former employees of our affiliates or former service providers, or even unsubstantiated allegations of misconduct, could result in a material adverse effect on our business, financial condition or results of operations.

We may in the future pursue new strategies and lines of business that are not taxicab-related, and we may face enhanced risks as a result of these changes in strategy, including from transacting with a broader array of counterparties and exposure to new assets, activities and markets.

We may change our strategy and enter new lines of business, including through acquisitions of new types of loan portfolios or other asset classes, or otherwise, in the future. We may grow the operating business through acquisitions which could be either straightforward acquisition transactions or in satisfaction of amounts owned. Any new business initiatives may expose us to new and enhanced risks, including new credit-related, compliance, fraud, market and operational risks, increased compliance and operating costs, different and potentially greater regulatory scrutiny of such new activities and assets and expose us to new types of counterparties as well as asset classes, activities and markets.

Any new business initiatives and strategies we may pursue in the future may be less successful than anticipated and may not advance our intended business strategy. We may not realize a satisfactory return on investments or acquisitions, we may experience difficulty in managing new portfolios or integrating operations, and management’s attention from our other businesses could be diverted. Any of these results could ultimately have an adverse effect on our business, financial condition or results of operations.

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Risks Related to Market, Competition, and the Mobility Industry

The urban mobility industry is highly competitive, with many well-established alternatives and low switching costs. If taxis are unable to compete effectively, our business and financial prospects would be adversely impacted.

Our business is entirely based in the urban mobility industry. Taxis face significant competition from ridesharing applications (Uber, Lyft), public transportation (including the NYC subway and bus system), cycling infrastructure (Citi Bike), micromobility options (e-scooters, bike rentals), personal vehicle ownership, and other for-hire vehicles (livery, car services, Street-hail Liveries or “Green Taxis”). Many of these competitors are well-capitalized and offer discounted services, driver incentives, passenger discounts, innovative products, and alternative pricing models that may be more attractive than those offered by taxis.

The cost for passengers to switch between transportation modes is low. Passengers have a propensity to shift to the lowest-cost or highest-quality provider, and drivers have a propensity to shift to the platform with the highest earnings potential. Ridesharing companies operate partially outside the regulatory regime under which we and our borrowers operate, enabling them to pass certain cost savings to passengers. As competitors introduce new products and adopt innovations that drivers and passengers may value more highly than those offered by taxis, the attractiveness of taxi service may diminish.

We currently benefit from certain NYC regulations that are favorable to taxicabs, including FHV minimum pay standards, FHV license caps, and the congestion pricing structure that charges FHVs a higher per-trip toll than taxis. We cannot guarantee these regulations will remain unchanged, and if they were modified in ways unfavorable to taxicabs, competition for both passengers and drivers could intensify. Changing consumer and driver preferences about modes of transportation could impact borrowers’ ability to service debt, the value of our Owned Medallions, and the ability of borrowers to repay medallion loans, all of which would adversely affect our results of operations.

Autonomous vehicle technologies may meaningfully impact the taxi and rideshare industry. If the taxi industry fails to adapt, our financial performance and prospects would be adversely impacted.

Several companies are developing autonomous ride-share technology, including Aurora, Waymo, Cruise Automation, Tesla, Zoox (Amazon), Aptiv, and Nuro. Waymo has already introduced commercialized autonomous ridehailing fleets in certain U.S. cities. If our competitors bring autonomous vehicles to market in NYC before the taxi industry is able to adjust, they may compete more effectively with taxis, which could substantially reduce the cost of providing mobility services and the value of taxi medallions.