Acquisitions |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | 3. Business Combination and Recapitalization On April 7, 2025 (the “Closing Date”), the Company consummated the Business Combination and related transactions, pursuant to which (i) the Company survived the merger, (ii) MAC became a wholly owned subsidiary of the Company, and (iii) the Company acquired approximately 83.7% interest in the DePalma Companies, with the remaining 16.3% continuing to be owned by certain limited partners of the DePalma Companies and representing noncontrolling interests. Upon the closing of the Business Combination, the Company’s amended and restated certificate of incorporation provided for, among other things, a total number of authorized shares of capital stock of 260,000,000 shares, of which 250,000,000 shares were classified as Common Stock and 10,000,000 shares were classified as preferred stock, $0.0001 par value (the “Preferred Stock”). The Business Combination is accounted for as a reverse recapitalization. Upon consummation of the Business Combination, the DePalma Companies, as a group, have the largest voting interest in the Company and represent a significant majority of the assets and operations of the combined company. Therefore, the DePalma Companies have been determined to be the accounting acquirer for financial reporting purposes and the historical financial statements of the DePalma Companies became the basis for the historical financial statements of the Company upon the closing of the Business Combination. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the DePalma Companies issuing Common Stock for the net assets of MAC and the Company, accompanied by a recapitalization. The net assets of MAC and the Company are stated at historical cost, with no goodwill or intangible assets recorded. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to the Closing Date, to reflect the number of shares of Common Stock issued to the DePalma Companies’ equityholders in connection with the Business Combination. As such, the equity interests and corresponding member’s capital amounts and earnings per share related to the DePalma Companies’ historical outstanding equity have been retroactively restated as shares of Common Stock issued to the DePalma Companies’ equityholders in connection with the Business Combination. The noncontrolling interest recognized at the Closing Date reflects the proportionate interest in the precombination carrying amounts of the DePalma Companies’ net assets. At the Closing Date, each share of MAC’s class A common stock (“MAC Class A Common Stock”) and class B common stock (“MAC Class B Common Stock”) issued and outstanding immediately prior to the Closing Date was cancelled and converted into the right to receive a share of Common Stock, and each whole warrant of MAC outstanding immediately prior to the Closing Date was cancelled in exchange for a warrant of the Company, with the Company assuming MAC’s obligations under MAC’s existing warrant agreements. The Company made payments on the Closing Date totaling $11.7 million representing certain MAC liabilities assumed by the Company in the Business Combination. The liabilities assumed are included as a component of the effect of merger and recapitalization to additional paid-in capital. In exchange for their equity interests in the DePalma Companies, the DePalma Companies’ equityholders received a number of shares of Common Stock determined based on agreed upon valuations of the DePalma Companies’ loan and taxi medallion portfolio, plus a minimum cash amount to meet the working capital needs of the Company (together the “DePalma Equity Value”), and the per share merger consideration, each as further detailed below and defined within the Business Combination Agreement (in thousands except share and per share amounts).
The following table details the number of shares of Common Stock issued and outstanding immediately following the consummation of the Business Combination:
(1) Represents shares of MAC Class A Common Stock held by MAC public stockholders outstanding prior to the Business Combination and reflecting all redemptions of MAC Class A Common Stock. (2) Represents shares of MAC Class B Common Stock purchased from the Sponsor or transferred by the Sponsor to unaffiliated members of the Sponsor prior to the consummation of the Business Combination. The following table reconciles the elements of the Business Combination to the Company’s condensed consolidated statements of changes in stockholders’ equity (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| TML Asset And Signal Taxi Acquisitions [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | 6. Acquisitions TML Asset Acquisition On December 30, 2025, in connection with the execution of the Credit Facility (see Note 14), the Company entered into a purchase agreement to acquire the outstanding equity interests of TML IV LLC (“TML IV”), an entity primarily holding investments in New York City taxi medallions and medallion loans (the “TML Asset Acquisition”). In exchange, the Company paid cash consideration of $15.8 million, which was financed from the proceeds received from the Credit Facility. The transaction was determined to be an asset acquisition pursuant to ASC 805, and, therefore, the purchase price, including allocated transaction costs of $0.1 million, were allocated to the assets acquired based on their relative fair values as a percentage of the total fair value of the assets acquired, with no goodwill recognized. See Note 4 for additional information related to the valuation methodologies of medallion loans and taxi medallions acquired. The total cash consideration was allocated to the acquired assets as follows (in thousands):
Signal Taxi Acquisition In February 2019, DePalma II entered into a non-controlling joint venture with a third-party, Kirie Eleison Corp (“KE”), and formed Septuagint Solutions LLC (f/k/a “Septuagint” and currently d/b/a “Signal Taxi”). Signal Taxi is a medallion leasing agent and taxi fleet operating company and was formed by issuance of units to its initial members for no monetary consideration. Since inception of Signal Taxi, DePalma II and KE each owned 50% of Signal Taxi’s outstanding voting units. Prior to the Signal Taxi Acquisition Date (as defined below), DePalma II accounted for its investment in Signal Taxi as an equity method investment for which DePalma II elected the fair value option and reported at a fair value of $0 since inception of Signal Taxi. Following the closing of the Business Combination, on April 7, 2025 (the “Signal Taxi Acquisition Date”), the Company, via DePalma II, acquired the remaining outstanding equity interests in Signal Taxi, resulting in Signal Taxi becoming a wholly owned subsidiary of the Company (the “Signal Taxi Acquisition”). The Company accounted for the Signal Taxi Acquisition pursuant to the acquisition method under ASC 805. As such, the Company derecognized its existing equity method investment in Signal Taxi and recognized the assets and liabilities of Signal Taxi effective April 7, 2025 at their estimated fair values. No gain or loss was recognized on remeasurement of the previously held interest. The Signal Taxi Acquisition was completed to further develop the Company’s fleet operations and occurred without the transfer of consideration pursuant to an assignment and assumption agreement. The following represents the fair value of the net assets acquired (in thousands):
Prior to the Signal Taxi Acquisition Date, DePalma II (as lessor) and Signal Taxi (as lessee) had preexisting arrangements related to taxi medallions and vehicles. In connection with the Signal Taxi Acquisition, these preexisting arrangements were effectively settled as Signal Taxi became a wholly owned subsidiary of DePalma II. Accordingly, and pursuant to ASC 805, the Company accounted for the settlement of the preexisting arrangements separately from the business combination and not as part of the consideration transferred. As a result of the settlement, the Company derecognized $8.0 million of deposit liabilities as of the Signal Taxi Acquisition Date and recognized a corresponding amount in fleet revenue on the condensed consolidated statements of operations for the three months ended June 30, 2025. The settlement amount reflects the carrying amount of the deposit liabilities at the Acquisition Date, and no additional consideration was transferred or received in connection with the settlement. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||