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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

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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.

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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.

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

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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.

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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.

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

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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.

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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.

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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

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

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

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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

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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.

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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.

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

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

Risks Related to Regulation, Cybersecurity, and Litigation

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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.

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

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

Risks Related to Our Externalized Management and Corporate Structure

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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.

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

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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.

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

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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

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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.

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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.

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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.

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

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

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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.

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Our securities are thinly traded and largely illiquid.

Risks Related to Our Indebtedness and Financing Arrangements

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

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

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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.

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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

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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.

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

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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

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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

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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 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

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 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

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

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 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.

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.

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

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.

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.

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

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

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.

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.

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.”

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.

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.

However, in January 2025, the City of New York proposed legislation requiring any autonomous vehicles operated by ridesharing companies 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 autonomous vehicle environment. There can be no guarantee that such legislation will be passed. If it is not enacted, the introduction of autonomous vehicles into NYC’s mobility market without a medallion requirement could significantly reduce demand for conventional taxi service and adversely impact the value of our medallion assets.

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

On January 5, 2025, the Metropolitan Transportation Authority enacted a Central Business District (“CBD”) Tolling Program that imposes tolls on vehicles entering or remaining in the area of Manhattan south of 60th Street. Under the program, rideshare companies are charged $1.50 per trip and NYC taxis are charged $0.75 per trip, which provides a relative cost advantage for taxis. Nevertheless, the tolling program could increase operating costs for taxis within the CBD, which has historically been one of the areas of NYC most heavily served by taxis.

On February 19, 2025, the Trump administration moved to revoke federal approval of the tolling program, prompting the MTA to file a lawsuit. Environmental and advocacy organizations have also filed to join the lawsuit. A federal judge issued a temporary restraining order on May 27, 2025, allowing tolls to remain while the litigation continues. As of the date of this Annual Report, the lawsuit remains ongoing. The uncertainty around the tolling program makes it difficult to predict its effect on our financial condition and results of operations.

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

Substantially all of our revenue and asset value is derived from NYC taxi medallion loans and Owned Medallions. Our performance is subject to economic conditions and their impact on discretionary passenger spending. Factors including recession, inflation, unemployment, consumer debt levels, energy prices, and consumer confidence may reduce demand for taxi service. Passengers tend to shift to lower-cost alternatives during recessionary periods. Similarly, small businesses and individuals that do not have substantial

resources—including many of the taxi drivers and fleet operators we do business with—tend to be more adversely affected by poor economic conditions. We cannot assure you that we will be able to sufficiently diversify our operations outside of the NYC market.

Public health crises, natural disasters, terrorist attacks, or other catastrophic events could harm our operations and profitability.

Our business could be adversely affected by public health crises, pandemics, natural disasters, terrorist attacks, or other catastrophic events. Any widespread public health emergency could result in economic volatility, deteriorations in employment levels, and adverse business conditions that materially affect our business, operating results, and financial condition. The COVID-19 pandemic demonstrated the significant negative impact that such events can have on the taxi industry, as recurring payments on our medallion loans decreased significantly and we were forced to implement payment modifications and holidays. A future pandemic or similar event could materially impact the taxi industry by reducing passenger demand, causing driver shortages, and disrupting supply chains. Our business is concentrated in NYC, which has historically been a target for terrorist threats and is vulnerable to severe weather events, the frequency of which may increase due to climate change.

The full extent to which any future disruption would impact our operations depends on factors that are highly uncertain and cannot be predicted, including the duration, severity, and scope of the event and the resulting governmental and private sector responses. The impact of climate change may further increase these risks through more frequent extreme weather events and their effect on critical infrastructure.

Changes in taxicab regulations that result in the issuance of additional medallions or increases in operating expenses could decrease the value of our assets.

The TLC limits the supply of medallions in NYC, currently capped at 13,587. Actions that result in the issuance of additional medallions could decrease medallion values in our market. While we do not believe there are current plans to issue new medallions, we cannot forecast with certainty whether increases in supply will occur. In addition, taxicab fares are set by government agencies, but expenses are largely unregulated. Rising operating expenses—including gas prices, insurance, and vehicle costs—can render operations less profitable, cause borrowers to default on loans, and adversely affect the value of our collateral and Owned Medallions.

Risks Related to Regulation, Cybersecurity, and Litigation

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

Changes in the laws or regulations applicable to us may negatively impact the profitability of our business activities, require us to change certain of our business practices, materially affect our business model, limit the activities in which we may engage, affect retention of key personnel, require us to raise additional regulatory capital, increase the amount of liquid assets that we hold, or otherwise affect our funding profile or expose us to additional costs (including increased compliance costs). Any such changes may also require us to invest significant management attention and resources to make any necessary changes and may adversely affect our ability to conduct our business as previously conducted or our results of operations or financial condition.

We are also subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and we expect these costs to increase going forward. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.

From time to time, we may be party to various claims and lawsuits, arbitration proceedings, government investigations and other legal and regulatory proceedings in the ordinary course of business, some of which we may institute ourselves, and some of which we may be defending against. For example, we are party to hundreds of court actions involving the enforcement of, and collection and/or foreclosure on, our taxi medallions loans, which matters include, among other things, claims for breach of contract and replevin. In addition, a number of our borrowers have also filed for bankruptcy, and we are involved in certain adversary proceedings against the debtors in these bankruptcy cases, some of whom might assert counterclaims. In all cases, we evaluate these claims and litigation proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the nature and amount of potential recoveries or losses. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes, gains or losses may differ materially from our assessments and estimates. We may also, from time to time, take certain positions in respect of contractual or other relationships with third parties which may result a dispute, and, ultimately, litigation. We are not currently party to any material litigation.

Even when not merited, the commencement or defense of these lawsuits may divert management’s attention, and we may incur significant expenses in pursuing or defending these lawsuits. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against us, which could negatively impact our financial position, cash flows or results of operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. Furthermore, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business, commercial, and government partners and current and former directors and officers.

Furthermore, while we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.

Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.

We are subject to various privacy, information security, and data protection laws, including requirements concerning security breach notification, and we could be negatively affected by these laws. For example, our business may be subject to the Gramm-Leach-Bliley Act which, among other things: (i) imposes certain limitations on our ability to share nonpublic personal information about our customers with nonaffiliated third parties; (ii) requires that we provide certain disclosures to borrowers about our information collection, sharing and security practices and afford customers the right to “opt out” of any information sharing by us with nonaffiliated third parties (with certain exceptions); and (iii) requires that we develop, implement and maintain a written comprehensive information security program containing safeguards appropriate based on our size and complexity, the nature and scope of our activities, and the sensitivity of customer information we process, as well as plans for responding to data security breaches. Various state and federal regulators have also enacted data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in certain circumstances in the event of a security breach. Moreover, legislators and regulators are increasingly adopting or revising privacy, information security, and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection, and information security-related practices, our collection, use, sharing, retention and safeguarding of consumer or employee information, and some of our current or planned business activities. This could also increase our costs of compliance and business operations and could reduce income from certain business initiatives. This includes increased privacy-related enforcement activity at the federal level, by the Federal Trade Commission, as well as at the state level.

Compliance with current or future privacy, data protection, and information security laws (including those regarding security breach notification) could result in higher compliance and technology costs and could restrict our ability to provide certain products and services, which could have a material adverse effect on our business, financial conditions or results of operations. Our failure to comply with privacy, data protection, and information security laws could result in potentially significant regulatory or governmental investigations or actions, litigation, fines, sanctions, and damage to our reputation, which could have a material adverse effect on our business, financial condition, or results of operations.

Changes in statutory, regulatory, accounting, and other legal requirements, including changes in accounting principles generally accepted in the United States, could potentially impact our operating and financial results.

We are subject to numerous statutory, regulatory, and legal requirements. Our operating results could be negatively impacted by developments in these areas due to the costs of compliance in addition to possible government penalties and litigation in the event of deemed noncompliance. Changes in the regulatory environment in the area of privacy and information security, wage, and hour laws, among others, could potentially impact our operations and financial results.

Generally accepted accounting principles in the United States (“GAAP”) are subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

Moreover, while we believe that we maintain insurance customary for businesses of our size and type, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such losses could harm our business.

As an emerging growth company, we may take advantage of certain exemptions from reporting requirements, including deferral of compliance with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, which could make our securities less attractive to investors.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not

emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important.

We will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the first sale of our common equity pursuant to an effective Securities Act registration statement; (ii) the last day of the fiscal year in which our total annual gross revenues are at least $1.235 billion; (iii) the date on which we have issued more than $1.0 billion in non‐convertible debt during the previous three years; and (iv) the date on which we become a “large accelerated filer,” which generally occurs as of the first day of the following fiscal year if, as of the last business day of our second fiscal quarter (for a calendar‐year company, June 30), our public float is $700 million or more and we meet the other requirements for that status. We cannot predict whether investors will find our securities less attractive because we may rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

As a public company, we are required pursuant to Section 404(a) of the Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for each annual report on Form 10-K to be filed with the SEC. We are required to disclose material changes made in our internal control over financial reporting on a quarterly basis. However, as an emerging growth company and a non-accelerated filer, we are not required to include an auditor attestation report under Section 404(b) of the Sarbanes-Oxley Act, for so long as we maintain either of those statuses. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the stock exchange on which our securities are listed or other regulatory authorities, which would require additional financial and management resources.

While documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify weaknesses and deficiencies in our internal controls over financial reporting. If we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally, if we fail to achieve and maintain an effective internal control environment, it could result in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis, which could have a material adverse effect on our businesses, financial condition, results of operations and prospects, as well as the trading price of our common stock and warrants.

If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our reported financial information and this may lead to a decline in our stock price.

We have in the past identified material weaknesses and significant deficiencies in our internal controls. All previously identified material weaknesses have been remediated, however, our discovery of additional material weaknesses or significant deficiencies in our internal control over financial reporting could harm our operating results, adversely affect our reputation, or result in inaccurate financial reporting. Furthermore, should any such deficiencies arise we could be subject to lawsuits, sanctions or investigations by regulatory authorities, including SEC enforcement actions and we could be required to restate our financial results, any of which would require additional financial and management resources.

Even if we do not detect deficiencies, our internal control over financial reporting will not prevent or detect all errors and fraud, and individuals, including employees and contractors, could circumvent such controls. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

In addition, we may encounter difficulties in the timely and accurate reporting of our financial results, which would impact our ability to provide our investors with information in a timely manner. Should we encounter such difficulties, our investors could lose confidence in the reliability of our reported financial information and trading price of our common stock could be negatively impacted.

Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets may result in volatility of our operating results and adversely affect our financial condition.

We are subject to taxes by the U.S. federal, state, and local tax authorities, and our tax liabilities are affected by the allocation of expenses to differing jurisdictions. We record tax expense based on our estimates of future payments, which may include reserves for uncertain tax positions in multiple tax jurisdictions, and valuation allowances related to certain net deferred tax assets. At any one time, many tax years may be subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. We expect that there could be ongoing variability in our quarterly tax

rates as events occur and exposures are evaluated. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

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changes in the valuation of our deferred tax assets and liabilities;

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expected timing and amount of the release of any tax valuation allowance;

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changes in tax laws, regulations or interpretations thereof; or

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future earnings being lower than anticipated in jurisdictions where we have lower statutory tax rates and higher than anticipated earnings in jurisdictions where we have higher statutory tax rates.

For example, the Tax Cuts and Jobs Act, the Coronavirus Aid, Relief, and Economic Security Act, the Inflation Reduction Act, or the IRA, and the One Big Beautiful Bill Act (the “OBBBA”) made many significant changes to U.S. tax laws, including the imposition by the IRA of, among other rules, a 15% minimum tax on the book income of certain large corporations and a 1% excise tax on certain corporate stock repurchases, and the OBBBA, which was enacted in the United States on July 4, 2025, permanently extended certain expiring provisions of the TCJA. In addition, our effective tax rate in a given financial statement period may be materially impacted by a variety of factors including but not limited to changes in the mix and level of earnings, varying tax rates in the different jurisdictions in which we operate, fluctuations in the valuation allowance, or by changes to existing accounting rules or regulations. Further, tax legislation may be enacted in the future which could negatively impact our current or future tax structure and effective tax rates. We may be subject to audits of our income, sales, and other transaction taxes by U.S. federal, state, and local taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

Our business may be negatively impacted by imposed tariffs on imports from foreign countries.

The United States has recently imposed new or higher tariffs on a large number of products exported by U.S. trading partners. In response, many of those trading partners have imposed or proposed new or higher tariffs on American products. Although the U.S. Supreme Court recently ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs, and invalidated those tariffs that President Trump imposed under IEEPA, the administration has announced across-the-board tariffs of 15 percent under Section 122 of the Trade Act of 1974, and we expect that the President may impose tariffs under other authority when these short-term tariffs expire. Continuing changes in U.S. and foreign government trade policies and a heightened risk of further increased tariffs that impose barriers to international trade could further decrease international demand. Our business and operating results are substantially dependent on international trade.

The tariff environment has been dynamic in 2025, with changes occurring on an ongoing basis. We expect that additional developments will occur in the future, as a result of negotiations between the U.S. and trade partners and the recent ruling by the U.S. Supreme Court regarding legal challenges to certain of the tariffs including imposition of additional tariffs by the U.S. The actual impact of the tariffs is subject to a number of factors including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs, any countermeasures that the target countries may take, the result of negotiations between the U.S. and trade partners, how our suppliers react, and any mitigating actions that may become available. In addition, lower courts and administrative processes will need to provide guidance with respect to refund-related questions with respect to the IEEPA tariffs paid prior to the U.S. Supreme Court decision.

We currently operate a taxi fleet and intend to expand the size of our fleet. To expand our taxi fleet, the Company intends to purchase additional vehicles. Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the tariff on imports from foreign countries could adversely affect our business, including an increase to the cost of vehicles the Company intends to purchase in the future and supply chain disruptions that limit our ability to purchase vehicles and the required component parts to convert vehicles into taxicabs. The extent and duration of any tariffs or related market disruptions are impossible to predict, but could be substantial and may also have the effect of heightening other risks listed this Annual Report on Form 10-K, which could materially adversely affect our business, profitability and financial condition.

Our business could be adversely affected by economic downturns, inflation, increases in interest rates, natural disasters, public health crises, political crises, geopolitical events, or other macroeconomic conditions, which could have a material and adverse effect on our results of operations, cash flows, and financial condition.

The global economy has experienced extreme volatility and disruptions, including, among other things, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, supply chain shortages, increases in inflation rates, higher interest rates, and uncertainty about economic stability. For example, the COVID-19 pandemic resulted in widespread unemployment, economic slowdown and extreme volatility in the capital markets. The Federal Reserve raised interest rates multiple times in response to concerns about inflation and, although it recently lowered interest rates, there is no guarantee that it will continue to lower rates or that it will not raise them again. Higher interest rates, coupled with reduced government spending and volatility in financial markets, may increase economic uncertainty and affect consumer spending. Similarly, the ongoing conflict in Israel and surrounding areas, the ongoing military conflict between Russia and Ukraine, and the ongoing conflict in the Middle East have created the Credit Facility. volatility in the global capital markets and may have further global economic consequences, including disruptions

of the global supply chain. Any such volatility and disruptions may adversely affect our business or the third parties on whom we rely. Increased inflation rates can adversely affect us by increasing our costs, including labor and employee benefit costs.

Risks Related to Our Externalized Management and Corporate Structure

Because our Manager is owned by certain of our directors and executive officers, the MSA was developed by related parties, although our independent directors reviewed and approved the Management Services Agreement. The terms of the MSA, including fees payable, may not reflect the terms we may have received if it was negotiated with an unrelated third party. In addition, particularly as a result of our relationship with the principal owners of the Manager, who are certain directors and members of our management team, our independent directors may determine that it is in the best interests of our stockholders not to enforce, or to enforce less vigorously, our rights under the MSA because of our desire to maintain our ongoing relationship with our Manager.

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

While members of our management team anticipate devoting a substantial amount of time to our affairs, our executive officers, directors, Manager and other members of our management team may engage in other business activities. This may result in conflicts of interest in allocating time between our operations and other businesses. Their other business endeavors may involve related or unrelated parties. Such conflicts may not always be resolved in our favor and may materially adversely affect our results. Andrew Milgram (Chief Executive Officer and a member of our on the Board of MCC), Paul Arrouet (President of MCC), and entities affiliated with them are not restricted from owning assets or engaging in businesses that compete directly or indirectly with us and do not have any duty to refrain from doing so.Andrew Milgram, Paul Arrouet or their affiliates may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunities.In any of these matters, the interests of Andrew Milgram, Paul Arrouet and their affiliates and other businesses owned by or affiliated with them may differ or conflict with the interests of our other stockholders. Any actual or perceived conflicts of interest with respect to the foregoing could have an adverse impact on the trading price of our common stock and warrants.

Conflicts of interest could arise in connection with certain of our directors’ and executive officers’ discharge of fiduciary duties to our stockholders.

Certain of our directors and executive officers are and are expected to continue to be members of the Manager. Such persons, by virtue of their positions with us, have fiduciary duties to us and our stockholders. The duties of such persons as directors or executive officers to us and our stockholders may conflict with the interests of such persons in their capacities as members or employees of the Manager.

Our Manager and members of our management team may engage in activities that compete with us or our businesses.

While the members of our management team intend to devote a substantial majority of their time to the affairs of the Company, and while our Manager currently does not manage any other businesses that are in lines of business similar to our businesses, neither our management team nor our Manager is expressly prohibited from investing in or managing other entities, including those that are in the same or similar line of business as our businesses, or required to present any particular acquisition or business opportunity to us. In this regard, the MSA and the obligation thereunder to provide management services to us will not create a mutually exclusive relationship between our Manager, on the one hand, and our company, on the other.

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 are a holding company and have no material assets other than our interests in our subsidiaries. We have no independent means of generating revenue. We intend to cause our subsidiaries (including the DePalma Companies) to make distributions in an amount sufficient to cover all applicable taxes and other expenses payable and dividends, if any, declared by us. The terms of any credit agreements or other borrowing arrangements we or our subsidiaries enter into in the future may impose restrictions on the ability to pay dividends to us. To the extent that we need funds, and any of our direct or indirect subsidiaries is restricted from making such distributions under these debt agreements or applicable law or regulation, or is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

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

We do not believe that we are subject to regulation under the Investment Company Act. We primarily acquire interests in NYC taxicab medallion loans and are engaged in actively managing and operating those interests, which we are committed to supporting for the long-term. Our officers, the Manager and any employees who provide services to us pursuant to the terms of our corporate services agreement devote their activities to these businesses. We believe that we are not an investment company under the Investment

Company Act, including under Section 3(b)(1) of the Investment Company Act, and we intend to continue to conduct our operations so that we will not be deemed an investment company. In addition, we expect to continue to fall within the exclusion from the definition of an “investment company” provided under Section 3(c)(5) of the Investment Company Act as a company primarily engaged in the business of (i) purchasing and otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance and services, and/or (ii) making loans to manufacturers, wholesalers, and retailers of, and to prospective purchasers of, specified merchandise, insurance, and services. If, at any time, we become or are determined to be primarily engaged in the business of investing, reinvesting or trading in securities, we could become subject to regulation under the Investment Company Act. In these circumstances, after giving effect to any applicable grace periods, we may be required to register as an investment company, which could result in significant registration and compliance costs, could require changes to our corporate governance structure and financial reporting, and could restrict our activities going forward. In addition, if we were to become subject to the Investment Company Act, any violation of the Investment Company Act could subject us to material adverse consequences, including potentially significant regulatory penalties and the possibility that certain of our contracts would be deemed unenforceable.

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

The Revolving Facility Loan Agreement provides that an “Event of Default” occurs if any MCC Entity or the pool of pledged collateral is required to register as an “investment company” within the meaning of Section 8 of the Investment Company Act. We have represented that no MCC Entity is an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act. If we were required to register as an investment company, we would be subject to extensive regulatory requirements that could significantly affect our ability to operate our business and could constitute an Event of Default under the Loan Agreement.

Fluctuations in our tax obligations and effective tax rate may result in volatility of operating results.

We are subject to taxes by U.S. federal, state, and local authorities, and our tax liabilities are affected by the allocation of expenses across jurisdictions. Our effective tax rate for the year ended December 31, 2025 was 537.3%, driven primarily by the one-time recognition of a $54.1 million deferred tax liability in connection with the Business Combination. While we expect the effective tax rate to normalize in future periods, our tax rate could be subject to volatility due to changes in the valuation of deferred tax assets and liabilities, the timing and amount of release of valuation allowances, changes in tax laws, future earnings being lower than anticipated, and the outcome of tax audits. The enactment of the One Big Beautiful Bill Act in July 2025 did not materially impact our income tax provision for 2025, but future legislative changes could affect our tax structure.

Delaware law, our amended and restated certificate of incorporation (“certificate of incorporation”) and amended and restated bylaws (“bylaws”) contain certain provisions, including antitakeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our certificate of incorporation and bylaws and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors and therefore depress the trading price of our common stock and warrants. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the board of directors or taking other corporate actions, including effecting changes in management. Among other things, our certificate of incorporation and bylaws include provisions regarding:

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the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

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the limitation of the liability of, and the indemnification of, our directors and officers;

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the right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

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the requirement that directors may only be removed from our board of directors for cause, upon the affirmative vote of the holders of at least 66-2/3% of the voting power of all of then outstanding shares of the voting stock, voting together as a single class;

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the requirement that a special meeting of stockholders may be called only by our board of directors, the chair of our board of directors or chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

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controlling the procedures for the conduct and scheduling of board and stockholder meetings;

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the requirement for the affirmative vote of holders of (i) (a) at least 66-2/3%, in case of certain provisions or (b) a majority, in case of other provisions, of the voting power of all of then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions of our certificate of incorporation; and (ii) (a) at least 66-2/3%, in case of certain provisions, or (b) a majority, in case of other provisions, of the voting power of all of then outstanding shares of the voting stock,

voting together as a single class, to amend, alter, change or repeal certain provisions of our bylaws, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

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the ability of our board of directors to amend our bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt; and

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advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our board of directors or management.

In addition, we are generally subject to provisions of Delaware law, including the DGCL. Although we elect not to be governed by Section 203 of the DGCL, certain provisions of our certificate of incorporation, in a manner substantially similar to Section 203 of the DGCL, prohibit certain stockholders who hold 15% or more of our outstanding capital stock from engaging in certain business combination transactions with us for a specified period of time unless certain conditions are met.

Any provision of our certificate of incorporation, our bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for our common stock

Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, (i) any derivative action or proceeding brought on behalf of our company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee, agent or stockholder to our company or our stockholders, or any claim for aiding and abetting such alleged breach, (iii) any action asserting a claim against our company or any current or former director, officer, other employee, agent or stockholder (a) arising pursuant to any provision of the DGCL, our certificate of incorporation (as it may be amended or restated) or our bylaws or (b) as to which the DGCL confers jurisdiction on the Delaware Court of Chancery or (iv) any action asserting a claim against our company or any current or former director, officer, other employee, agent or stockholder governed by the internal affairs doctrine of the law of the State of Delaware shall, as to any action in the foregoing clauses (i) through (iv), to the fullest extent permitted by law, be solely and exclusively brought in the Delaware Court of Chancery; provided, however, that the foregoing shall not apply to any claim (a) as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Delaware Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery, or (c) arising under federal securities laws, including the Securities Act as to which the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum. Notwithstanding the foregoing, the provisions of our certificate of incorporation do not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. While Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our certificate of incorporation. If any action the subject matter of which is within the scope of the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”); and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company or our directors, officers, stockholders, agents or other employees, or could result in increased costs for a stockholder to bring a claim, particularly if they do not reside in or near Delaware, which may discourage such lawsuits. We note that there is uncertainty as to whether a court would enforce this provision, and the enforceability of similar choice of forum provisions in

other companies’ charter documents has been challenged in legal proceedings. Further, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find this provision of our certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

We cannot remove our Manager solely for poor performance, and our Manager may resign on 180 days' notice, which could result in disruption to our operations.

Under the terms of the MSA, our Manager may not be removed as a result of underperformance and may only be removed in limited circumstances. Our Manager also has the right to resign at any time on 180 days' written notice, whether we have found a replacement or not. If our Manager resigns or is removed, we may not be able to contract with a new manager or hire internal management with similar expertise on acceptable terms, in which case our operations would likely be disrupted and our financial condition, business, and results of operations would likely be adversely affected. Even if we retain comparable management, integration challenges could result in additional costs and delays. See “Item 13. Certain Relationships and Related Transactions, and Director Independence—Management Services Agreement” for more information

Our reliance on our service providers to conduct our operations will be a significant expense and could limit the amount of our free cash flow.

Historically, we have relied on the employees and service providers of our affiliates, including the Manager, as well as our third-party medallion-loan servicer, Field Point, because such entities and individuals have significant experience in servicing taxi medallion loans and related services and have provided us an organizational infrastructure on a more cost-effective basis. We continue to rely on the Manager and Field Point for these services pursuant to agreements in which we are obligated to pay fees and, subject to certain exceptions, reimburse the costs and out-of-pocket expenses of our service providers incurred on behalf of us. See “Item 13. Certain Relationships and Related Transactions, and Director Independence—Relationships and Transactions with Directors, Executive Officers and Significant Stockholders—Management Services Agreement” for more information. While we intend to continually reassess our reliance on service providers, it is difficult to quantify with any certainty the actual amount of any such payments in the future, which could be substantial and could limit our free cash flow and operational flexibility.

Risks Relating 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.

Our common stock and warrants trade on the OTC Markets. Trading in stock quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility can depress the market price of our common stock and warrants for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a stock exchange like the New York Stock Exchange (“NYSE”) or Nasdaq. Accordingly, stockholders may have difficulty reselling any of their shares or warrants, and the lack of liquidity may negatively impact our ability to pursue strategic alternatives. We intend to attempt to uplist our securities on a national securities exchange (e.g., NYSE or Nasdaq) but may not be able to do so in a timely manner or ever.

The Company’s common stock is currently traded on the OTCQX which has minimum requirements that a company must meet in order to remain listed. For example, these requirements include maintaining compliance with Section 1.1(G) of the OTCQX Rules for U.S. Companies requiring a 10% public float for continued eligibility on the OTCQX (the “Float Rule”). On April 7, 2025, we had ninety (90) days from such date, or July 6, 2025, to comply with Section the Float Rule. On July 3, 2025, we requested from OTCQX an additional ninety (90) day extension to comply with the Float Rule. OTCQX granted our extension on July 9, 2025, and we came into compliance with the Float Rule prior to the extended deadline on October 10, 2025. As of the date of this Annual Report, our common stock is in compliance with the Float Rule, although we cannot make any assurances that the Company will be able to continue complying with this requirement, or other qualitative and quantitative requirements, for continued quotation of its common stock on the OTCQX.

In addition, on June 18, 2025, OTCQX notified us that the bid price for our warrants had closed below $0.10 for more than 30 consecutive calendar days, and thus the Company no longer met the minimum bid requirement for continued qualification for the OTCQX International Tier as per Section 2.1(a) of the OTCQX Rules for U.S. Companies (the “Minimum Bid Rule”). However, on

September 3, 2025, our warrants regained compliance with the Minimum Bid Rule and remain in compliance with the Minimum Bid Rule as of the date of this Annual Report.

If either our common stock or our warrants are delisted from OTCQX, they would instead be quoted on the OTCQB, a lower tier of the OTC Markets.

Delisting from the OTCQX could adversely affect our ability to raise additional financing through public or private sales of our securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock and warrants. Delisting could also have other negative results, including the potential loss of confidence by employees and customers, the loss of institutional investor interest and fewer business development opportunities.

We expect to be a “controlled company” within the meaning of 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 currently controls a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” under Nasdaq corporate governance standards. As a controlled company, exemptions under the standards will free us from the obligation to comply with certain corporate governance requirements, including the requirements:

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that a majority of our board of directors consists of “independent directors” as defined under Nasdaq rules;

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that we have, to the extent applicable, a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

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that any corporate governance and nominating committee or compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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for an annual performance evaluation of the nominating and governance committees and compensation committee.

We may choose to rely upon these exemptions. These exemptions, however, do not modify the independence requirements for our audit committee and we intend to comply with the requirements of Rule 10A-3 of the Exchange Act and Nasdaq rules within the applicable time frame.

The Manager controls a significant percentage of our outstanding voting power and can significantly influence corporate actions.

The Manager controlled and may be deemed to beneficially own up to 89.3% of our common stock as of December 31, 2025. As long as the Manager beneficially owns a significant percentage of our outstanding voting power, it can significantly influence all corporate actions requiring stockholder approval, including the election and removal of directors, amendments to our charter documents, and the approval of significant corporate transactions. The Manager’s interests may not align with those of our other stockholders, and this concentration of voting power could delay or prevent a change in control or otherwise discourage potential acquirers.

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

As of December 31, 2025, the Manager controlled approximately 89.3% of our common stock, all of which may be registered for resale under the Securities Act pursuant to a registration rights agreement. A large number of shares sold in the market, or the perception that such sales may occur, could reduce the market price of our securities and depress their trading volume.

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.

We have faced increased legal, accounting, administrative and other costs and expenses as a public company that we and our subsidiaries did not incur as private companies. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (the “PCAOB”) and the securities exchanges impose additional reporting and other obligations on public companies. Compliance with public company requirements have increased costs and made certain activities more time-consuming. A number of those requirements have required us to carry out activities we and our subsidiaries have not done previously. For example, we have created new board committees and adopted new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements have been and will continue to be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will

increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs could require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

The Manager has limited experience in assisting in the operation of a public company.

The Manager has a substantial role in the management of our company and has limited experience in the management of a publicly traded company. The Manager may not successfully or effectively manage our transition to a public company following the Business Combination that is subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of our company. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.

The Manager has significant influence over us.

The Manager controlled and may be deemed to beneficially own up to 89.3% of our common stock as of December 31, 2025. As long as the Manager beneficially owns or controls a significant percentage of our outstanding voting power, it will have the ability to significantly influence all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our board of directors, any amendment to our certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. The Manager’s influence over our management could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our securities to decline or prevent security holders from realizing a premium over the market price for such securities.

The Manager’s interests may not align with the interests of our other security holders. See “—Risks Related to Our Externalized Management and Corporate Structure” for more detail.

Resales of the shares of our securities pursuant to the registration rights agreement could depress the market price of our securities.

As of December 31, 2025, Manager controlled, and may be deemed to beneficially own, approximately 89.3% of our common stock. All such shares of our common stock held by the Manager may be registered for resale under the Securities Act pursuant to a registration rights agreement entered into with the Manager. As a result, there may be a large number of our securities sold in the market in the near future. These sales, or the perception in the market that the holders of a large number of securities intend to sell securities, could reduce the market price of our securities. Such sales of our securities or the perception of such sales may depress the market price of our securities. See “Item 13. Certain Relationships and Related Transactions, and Director Independence—Relationships and Transactions with Directors, Executive Officers and Significant Stockholders—Registration Rights Agreement” for more information.

Our securities are thinly traded and largely illiquid.

Our shares of common stock and our warrants are currently quoted on the OTC Markets (OTCQX). Although it is the highest-level platform on the OTC Markets, it is not a national exchange, which can prevent institutional investors from trading in our securities, and results in a lower frequency of trades and trading volume than securities quoted on a national exchange. Continued trading on the OTCQX may also adversely affect our ability to obtain financing in the future due to the decreased liquidity of our securities and other restrictions that certain investors have for investing in securities not traded on a national exchange. No assurance can be given as to (i) the likelihood that an active market for our securities will develop and be sustained, (ii) the liquidity of any such market, (iii) the ability of our securityholders to sell their securities or (iv) the prices that our securityholders may obtain for any of our securities that they hold. No prediction can be made as to the effect, if any, that future sales of our securities, or the availability of our securities for future sale, will have on the market price prevailing from time to time. Sales of substantial amounts of our securities, or the perception that such sales could occur, may adversely affect prevailing market prices of our securities.

While we intend to seek listing on Nasdaq, NYSE or another national stock exchange when our company is eligible, there can be no assurance when or if our common stock will be listed on Nasdaq, NYSE or another national stock exchange. Until then, we expect our securities to remain volatile and lack the liquidity of larger companies.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, the price or trading volume of our securities could decline.

The trading market for our securities will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares of common stock or change their opinion of our shares of common stock, the price of our securities would

likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline.

Present and potential conflicts of interest could arise between us and our Manager, executive officers, directors, or entities affiliated with them.

Present and potential conflicts of interest exist between us and Andrew Milgram, Paul Arrouet, and entities owned by or affiliated with them concerning business transactions, competitive activities, and business opportunities. As our Manager, MAM receives fees and other compensation. Mr. Milgram and Mr. Arrouet and their affiliates are not restricted from engaging in businesses that compete with us and do not have any duty to refrain from doing so. They may become aware of business opportunities and direct them to other businesses in which they have invested, in which case we may not have the ability to pursue such opportunities. Any actual or perceived conflicts could have an adverse impact on the trading price of our securities.

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.

Marblegate Capital Corp MGTE US Equity

MGTE · 10-K · period ended 2025-12-31

ITEM 1A. RISK FACTORS.

Marblegate Capital Corp MGTE US Equity☆

MGTE · 10-K · period ended 2025-12-31

ITEM 1A. RISK FACTORS.

Marblegate Capital Corp MGTE US Equity