Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2026

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries in which the Company has a controlling financial interest, including a variable interest entity (“VIE”) for which the Company is the primary beneficiary (see Note 14). Prior to the Closing Date, the combined financial statements include the accounts of the DePalma Companies. The unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and results of operations as of and for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. All intercompany transactions and balances have been eliminated in the consolidation.

Emerging Growth Company

Emerging Growth Company Status

The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, the Company has reduced disclosure obligations such as for executive compensation, and it is not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, regarding its internal control over financial reporting. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable. The Company has not opted out of the extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, is not required to adopt the new or revised standard at the time public companies adopt the new or revised standard.

Use of Estimates

Financial statements prepared in conformity with U.S. GAAP require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. Management evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes these estimates, assumptions and judgments to be reasonable under the circumstances. The Company’s significant estimates and assumptions include the estimation of the testing of impairment for the indefinite-lived taxi medallion intangible assets, the fair value of loans held for investment, the fair value of indefinite-lived taxi medallion intangible assets acquired in acquisitions and loan foreclosures, the fair value of the medallion incentive liability, deferred taxes and income tax provisions, and the incremental borrowing rate to determine the present value of lease payments. Actual results could differ from these estimates.

Cash and Cash Equivalents and Restricted Cash

The Company considers money market accounts and highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash consists of cash balances segregated for security deposits as well as a lockbox arrangement on a credit facility (see Note 14). The Company’s cash and cash equivalents and restricted cash are held by major financial institutions, for which accounts are insured by the Federal Deposit Insurance Corporation up to $250,000 per legal entity. At times, cash and cash equivalents and restricted cash balances may exceed federally insured limits, and this potentially subjects the Company to concentration of credit risk. The Company has not experienced any losses in such accounts. Furthermore, the Company reduces risk by maintaining accounts with high quality financial institutions that management believes are creditworthy, and by monitoring this credit risk and adjusting when necessary.

The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts presented on the condensed consolidated statements of cash flows:


	June 30, 2026		December 31, 2025
Cash and cash equivalents	$	7,312	$	25,314
Restricted cash		1,265		526
Total cash and cash equivalents and restricted cash	$	8,577	$	25,840

Intangible Assets

The Company’s taxi medallions are determined to be indefinite-lived intangible assets in accordance with the Accounting Standards Codification (“ASC”) 350, Intangibles-Goodwill and Other. The Company acquires taxi medallions by purchase, or by foreclosure on loans collateralized by taxi medallions. If medallion collateral is foreclosed on, the Company recognizes the medallion at fair value on the foreclosure date, less foreclosure related costs. The fair value of a medallion acquired in foreclosure is a nonrecurring Level 3 measurement and is measured consistent with the Company’s policy in determining market medallion prices to measure underlying collateral value for its loans held for investment, at fair value, as further detailed in Note 4. Costs incurred for renewal of taxi medallions are included within cost of fleet revenue, net on the condensed consolidated statements of operations.

Indefinite-lived intangible assets are not amortized but instead tested for impairment. The Company evaluates indefinite-lived intangible assets for impairment annually on October 1st and more frequently whenever events or changes in circumstances indicate that it is more likely than not that the asset is impaired. The Company evaluates taxi medallions owned as a single unit of accounting by jurisdiction for purposes of testing for impairment, as taxi medallions are homogeneous assets within each jurisdiction, which are interchangeable and have identical characteristics. In the Company’s evaluation of indefinite-lived intangible assets for impairment, a qualitative assessment is typically performed prior to performing the quantitative analysis. If, after assessing the qualitative factors, the Company determines that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying value, a quantitative assessment is performed. The fair value of the indefinite-lived intangible asset is compared to its carrying amount and if the carrying value exceeds its fair value, an impairment loss will be recognized. Determining the fair value of these indefinite-lived intangible assets is judgmental in nature and involves the use of significant estimates and assumptions. No impairment losses were recognized for the three and six months ended June 30, 2026 and 2025.

Gains and losses on the disposal of taxi medallions are recorded within other income (expense) on the condensed consolidated statements of operations and are measured as the difference between the sale proceeds and the carrying value of a taxi medallion on an average cost basis.

Rental Vehicles, net

Rental vehicles represent the Company’s taxicab vehicles which are rented to licensed taxicab drivers with the Company acting as the lessor. The leases generally are short-term and operate on a weekly basis with drivers renewing each week. Rental vehicles, net

are stated at cost, less accumulated depreciation using the straight-line method over the estimated useful life and assumes no salvage value. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful life of the vehicle. Rental vehicles are depreciated whether or not the vehicle is out on rent. The Company’s rental vehicles have useful lives ranging from 3-5 years.

Rental vehicles, along with other property and equipment, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Factors that the Company considers in deciding when to perform an impairment review include significant changes in the Company’s forecasted projections for the asset or asset group for reasons including, but not limited to, significant changes, or planned changes in the Company’s use of the long-lived assets and significant negative industry or economic trends. If the Company determines that the carrying amount of such assets may not be recoverable, recoverability is measured based on the undiscounted cash flows expected to be generated by the related asset or asset group. If impairment is indicated, the long-lived asset group is written down by the amount by which the carrying value of the asset group exceeds the related fair value of the asset group with the related impairment charge recognized. For the three and six months ended June 30, 2026 and 2025 there were no indicators of impairment of the value of rental vehicles or other property and equipment and no impairment losses were recognized.

Property and Equipment, net

Property and equipment, net are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings as income or loss from operations. Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost over the estimated useful lives, as follows:


Asset Category		Depreciable Life
Furniture and fixtures		7 years
Leasehold improvements		Lesser of useful life and lease term

Loans Held for Investment, at Fair Value

The Company holds loans for investment that are generally collateralized by taxi medallions in various jurisdictions, primarily New York City. In certain instances, the Company may leverage other forms of collateral in addition to taxi medallions, such as commercial and residential real estate.

Certain loans are subject to the New York City (“NYC”) Medallion Relief Program established in March 2021 or the Medallion Relief Program+ established in March 2022 (together, the “MRP+”). The MRP+ was established to assist economically distressed individual taxi medallion owners and to support the recovery of the NYC taxi industry. The MRP+ was established among the City of New York, the New York Taxi Works Alliance (“TWA”), and the Manager. The MRP+ program includes a NYC-funded deficiency credit support mechanism (the “Reserve Fund”) that (i) provides principal reduction and lower monthly payments to participating borrowers, (ii) may make scheduled loan payments to participating lenders for a period following a borrower payment default, and (iii) may satisfy any deficiency realized upon foreclosure of medallion collateral.

Under the MRP+, eligible medallion loans with a principal balance of $200,000 or more were restructured to an initial principal balance of $200,000 and further reduced to $170,000 per medallion after a $30,000 principal reduction payment from the Reserve Fund. Medallion loans with a principal balance of $200,000 or less were reduced by (i) $30,000 per medallion and (ii) an additional 5% of the post-paydown principal balance. In no event does the principal balance of any MRP+ medallion loan exceed $170,000 per medallion after restructuring. MRP+ loans generally have a 25 year term from the restructuring date, bear interest at 7.3% per annum, and require fixed monthly payments. The Company also holds loans that are not subject to the MRP+ (“Non-MRP+”), which have varying terms and interest rate.

The Company has elected the fair value option and measures these collateralized loans at fair value with changes in fair value recorded on the condensed consolidated statements of operations in the period of the change. The Company made this accounting election pursuant to ASC 825, Financial Instruments (“ASC 825”), to better align reported results with the underlying economic changes in the value of the loans on the condensed consolidated balance sheets. After the initial adoption, the election is made at the acquisition of eligible loans or when certain specified reconsideration events occur.

The Company recognizes gains and losses upon sale, or foreclosure, of loans held for investment, at fair value. Gains and losses on loans held for investment, at fair value are recorded within losses on loans held for investment, net on the condensed consolidated statements of operations and reported as the difference between the sale proceeds and the carrying value of a loan. For foreclosed loans, the difference between fair value of the collateral less foreclosure costs compared to the loan carrying value is recorded as a gain or loss. Prior period changes in fair value have been reflected in the carrying value of such loans up until foreclosure. Changes in fair value of loans are reported within losses on loans held for investment, net on the condensed consolidated statements of operations.

Interest income on loans is generally recorded on the accrual basis. For loans placed on non-accrual status, interest income is recognized on a cash basis when received and previously accrued but unpaid interest is reversed.

Loans are placed on non-accrual status when, based on current information and events, there is doubt as to the collectability of interest or principal due according to the contractual terms of the original loan agreement, unless management has determined that they are both well-secured and in the process of collection. Generally, loans are placed on non-accrual status when they are greater than 90 days past due. MRP+ loans in which payments are being received from the Reserve Fund are placed on non-accrual status.

The Company’s loan portfolio is serviced by Field Point in which the Company incurs costs related to the administration of the portfolio. These costs are included within service fee expense on the condensed consolidated statements of operations. Service fee expense represents fees paid to Field Point for services provided for the medallion loan portfolio, including billing and collections, loan documentation, collateral maintenance, TLC compliance, and various other pass-through expenses.

Acquisitions

The Company assesses acquisitions of assets and other similar transactions to determine whether the transaction should be accounted for as a business combination or an asset acquisition in accordance with ASC 805, Business Combinations (“ASC 805”).

A transaction that meets the definition of a business is accounted for as a business combination under ASC 805 using the acquisition method of accounting. Under the acquisition method of accounting, all assets acquired, identifiable intangible assets acquired, liabilities assumed, and applicable noncontrolling interests are recognized at fair value as of the acquisition date. Costs incurred associated with the acquisition of a business are expensed as incurred. The allocation of purchase price requires management to make significant estimates and assumptions, especially with respect to tangible assets, any intangible assets identified and noncontrolling interests.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. In a reverse recapitalization, the entity legally issuing shares is treated as the acquired company for accounting purposes, while the operating company whose shareholders obtain control is identified as the accounting acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the DePalma Companies issuing stock for the net assets of MAC, accompanied by a recapitalization. As a result, the consolidated assets, liabilities and results of operations prior to the Business Combination are those of the DePalma Companies and no goodwill or intangible assets are recorded.

A transaction is accounted for as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, or when the acquired set does not meet the definition of a business. In an asset acquisition, the cost of the acquisition is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. Transaction costs are capitalized as part of the cost of the assets acquired. Goodwill is not recognized in an asset acquisition.

Leases

As lessee, the Company determines if an arrangement is a lease at inception in accordance with ASC 842, Leases (“ASC 842”). Operating lease assets are presented net of accumulated amortization as operating lease right-of-use asset, net and the corresponding lease liabilities are included in operating lease liabilities on the condensed consolidated balance sheets and further detailed in Note 12. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term.

The Company has lease agreements that contain both lease and non-lease components, which it has elected to account for as a single lease component when the payments are fixed. As such, variable lease payments that are not dependent on an index or rate, such as real estate taxes, utility charges, and other costs that are subject to fluctuation from period to period, are not included in lease measurement. Renewal options are included in the lease term only when it is reasonably certain that the Company will elect that renewal option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Additionally, the Company does not recognize short-term leases (leases that have a term of twelve months or less) at lease commencement date as ROU assets or lease liabilities.

ROU assets and lease liabilities are recognized at lease commencement and determined using the present value of the future minimum lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at commencement date to determine the present value of a lease when the rate implicit in the lease is not readily determinable.

Revenue Recognition

In accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. The Company generates revenue from the following sources: (1) fleet revenues from the leasing of its vehicle fleet and medallions to licensed New York City Taxi and Limousine Commission (“TLC”) drivers; (2) consulting arrangements to lease taxicab vehicles (see Note 11); (3) interest earned on loans held for investment which is not subject to ASC 606; and (4) other revenues primarily from fees, restructuring activity, and payments received from the Reserve Fund on the Company’s loan portfolio which is not subject to ASC 606, as well as advertising revenue.

The Company applies the following five-step model in relation to its revenue recognition: (i) identify the promised goods or services in the contract; (ii) determine whether the promised goods or services are performance obligations; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) performance

obligations are satisfied. In arrangements where another party is involved in providing specified services to a customer, the Company evaluates whether the performance obligation is a promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent). In this evaluation, the Company considers if control is obtained of the specified services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for discretion in establishing price.

Fleet Revenue

The Company generates revenue from the leases of its vehicle fleet and medallions to the licensed TLC drivers, in which the Company acts as the lessor. The Company collects all rider credit card fares, including tips and surcharges, charged by the point-of-sale system in each taxi on behalf of the drivers and remits these amounts to the drivers as these amounts are not revenues to the Company. The leases generally are short-term and operate on a weekly basis with drivers renewing each week and payments being settled between the point-of-sale system, the Company, and the drivers on weekly basis. The leases may either (i) specify the weekly rate between medallion cost, vehicle cost, and other fees, or (ii) include all costs in one weekly lease rate agreed upon with a driver, and these fees can vary by lease based on prevailing market rates at the time of agreement. In either scenario, the Company views these contracts as having one performance obligation to provide a fully operational taxicab to a driver over the lease term. The vehicles in the lease agreements are a lease component subject to ASC 842, which the Company has determined to be operating leases based on their short-term nature, and the medallions are subject to ASC 606 as medallions are intangible assets not subject to ASC 842 and, therefore, a non-lease component. These contracts qualify for a practical expedient available to lessors to combine the lease and non-lease components and account for the combined component in accordance with the accounting treatment for the predominant component. The Company elected to apply this practical expedient and, therefore, has one performance obligation and recognizes all income from these contracts, net of sales tax, in accordance with ASC 606 as the medallions are the predominant component of the contract. The Company's performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits provided over the weekly lease terms.

Derivative Financial Instruments

The Company uses interest rate swap agreements to manage exposure to variability in cash flows arising from changes in interest rates on its variable‑rate debt obligations. The interest rate swaps are not designated as hedging instruments for accounting purposes. Accordingly, the swaps are recognized on the condensed consolidated balance sheets at fair value within other liabilities with changes in fair value recognized in earnings in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Net settlements under the interest rate swap agreements are recognized within interest expense when such amounts are incurred.

Income Taxes

Income taxes are accounted for using the asset and liability approach in accordance with ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis and are stated at the enacted tax rates expected to apply in the year when taxes are actually paid or recovered. Deferred tax assets are also recorded for net operating losses, capital losses and any tax credit carryforwards.

A valuation allowance is provided against a deferred tax asset when it is more likely than not that some or all of the deferred tax assets will not be realized. All available evidence, both positive and negative, is considered to determine whether a valuation allowance for deferred tax assets is needed. Items considered in determining the Company’s valuation allowance include expectations of future earnings of the appropriate tax character, recent historical financial results, tax planning strategies, the length of statutory carryforward periods and the expected timing of the reversal of temporary differences.

The Company's policy is to provide for uncertain tax positions and the related interest and penalties based upon management's assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes.

Reclassifications

Certain reclassifications of prior period amounts have been made to conform to the current period presentation. The Company presents direct costs of its fleet operations within cost of fleet revenue, net on the consolidated statements of operations which formerly were presented within general and administrative expenses and fleet servicing fees, net. In addition, the Company presents depreciation of rental vehicles separate from depreciation of property and equipment on the consolidated statements of operations. Further, the Company presents gains (losses) from medallion disposals and changes in fair value of warrant liabilities within other income (expense), net on the consolidated statements of operations. In addition, the Company presents lease revenue and lease revenue from deposit liability, which were formerly presented as separate line items, together within fleet revenue on the condensed consolidated statements of operations. These reclassifications had no impact on previously reported consolidated balance sheets, net income or loss, cash flows, or stockholders’ equity.

Recent Accounting Pronouncements Not Yet Adopted

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025 issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”). The amendments in ASU 2024-03 address investor requests for more detailed expense information and require additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 31, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2024-03, as clarified by ASU 2025-01, on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received By Business Entities (“ASU 2025-10”), which establishes authoritative guidance on the recognition, measurement and presentation of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will comply with the condition of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2025-10 on its condensed consolidated financial statements and related disclosures.