v3.26.1
Business Combination and Recapitalization (Tables)
6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Schedule of equity interest settlement as per business combination agreement

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).

DePalma I Equity Value:

 

 

Cash

$

29,597

 

Medallion Loan Value

 

230,813

 

DePalma I Equity Value

 

260,410

 

DePalma II Equity Value

 

369,134

 

Total DePalma Equity Value

$

629,544

 

Per share merger consideration

$

10.00

 

Common Stock issued to DePalma Equityholders

 

62,954,464

 

Schedule of number of shares of common stock issued and outstanding following consummation of the business combination

The following table details the number of shares of Common Stock issued and outstanding immediately following the consummation of the Business Combination:

 

Shares of Common Stock

 

DePalma Companies' equityholders

 

62,954,464

 

MAC public stockholders(1)

 

46,605

 

MAC Sponsor

 

5,289,072

 

MAC other stockholders(2)

 

5,624,261

 

Total

 

73,914,402

 

(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.
Schedule reconciles the elements of the business combinations

The following table reconciles the elements of the Business Combination to the Company’s condensed consolidated statements of changes in stockholders’ equity (in thousands):

 

 

 

Cash: MAC trust (net of redemptions)

$

515

 

Transaction costs paid with MAC trust proceeds

 

(515

)

Net proceeds from MAC trust

 

-

 

Net liabilities of MAC assumed in merger

 

(14,959

)

Noncontrolling interest recognized in merger

 

(106,624

)

Effect of merger and recapitalization to additional paid-in capital

$

(121,583

)