Marblegate Capital (MGTE) Q1 2026 results show higher revenue, lower loss
Marblegate Capital Corporation reported a net loss attributable to common stockholders of $1,160 thousand for the three months ended March 31, 2026, or $0.02 per share, improving from a $3,686 thousand loss a year earlier.
Total revenue rose to $14,122 thousand, driven by fleet revenue of $8,729 thousand, interest income of $3,594 thousand, and other revenue of $1,799 thousand. At March 31, 2026, total assets were $706,466 thousand, including loans held for investment at fair value of $279,752 thousand and taxi medallion intangibles of $358,867 thousand. Long-term borrowings consisted of a $15,946 thousand term loan and $25,000 thousand under a revolving credit facility.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
MRP+ Loans financial
reverse recapitalization financial
variable interest entity financial
emerging growth company regulatory
Wheelchair Accessible Vehicle other
Receivables Loan and Security Agreement financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________________ to ___________________
Commission File Number:
(Exact name of Registrant as specified in its Charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s)* |
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Name of each exchange |
N/A |
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MGTE |
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N/A |
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MGTEW |
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N/A |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO
As of May 11, 2026, there were
*The registrant’s shares of Common Stock and warrants each trade over-the-counter on OTCQX® Best Market tier operated on the OTC Markets under the trading symbols “MGTE” and “MGTEW”, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
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Cautionary Note Regarding Forward-Looking Statements |
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PART I. |
FINANCIAL INFORMATION |
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1 |
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Item 1. |
Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets |
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1 |
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Condensed Consolidated Statements of Operations |
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2 |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity |
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3 |
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Condensed Consolidated Statements of Cash Flows |
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4 |
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Notes to Condensed Consolidated Financial Statements |
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5 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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39 |
Item 4. |
Controls and Procedures |
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39 |
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PART II. |
OTHER INFORMATION |
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40 |
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Item 1. |
Legal Proceedings |
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40 |
Item 1A. |
Risk Factors |
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40 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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40 |
Item 3. |
Defaults Upon Senior Securities |
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40 |
Item 4. |
Mine Safety Disclosures |
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40 |
Item 5. |
Other Information |
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40 |
Item 6. |
Exhibits |
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40 |
Signatures |
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43 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding the financial position, business strategy and the plans and objectives of management for our future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “would” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements in this Quarterly Report are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the sections in this Quarterly Report entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report. These forward-looking statements are subject to numerous risks, including, without limitation, the following:
i
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we assume no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
You should read this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
ii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Marblegate Capital Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share amounts)
(Unaudited)
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March 31, 2026 |
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December 31, 2025 |
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Assets: |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Prepaid expenses and other current assets |
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Total current assets |
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Loans held for investment, at fair value |
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Rental vehicles, net |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Intangible assets |
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Other non-current assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders' equity: |
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Current liabilities: |
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Accrued expenses and other current liabilities |
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$ |
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$ |
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Service fee payable |
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Management fee payable - related party |
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Operating lease liabilities, current portion |
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Current portion of long-term borrowings |
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Total current liabilities |
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Deferred tax liability, net |
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Long-term borrowings, net of current portion |
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Operating lease liabilities, net of current portion |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies (See Note 12) |
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Stockholders' equity: |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Total Marblegate Capital Corporation stockholders' equity |
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Noncontrolling interests |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
Marblegate Capital Corporation
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
(Unaudited)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Revenue: |
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Fleet revenue |
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$ |
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$ |
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Interest income |
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Other revenue |
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Total revenue |
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Operating expenses: |
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Cost of fleet revenue, net (exclusive of depreciation) |
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Depreciation of rental vehicles |
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Service fee expense |
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Management fee expense - related party |
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Depreciation of property and equipment |
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General and administrative |
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Professional fees |
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Total operating expenses |
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Loss from operations |
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Other income (expense): |
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Losses on loans held for investment, net |
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WAV grant income |
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Interest expense |
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( |
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Other income (expense), net |
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( |
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Total other expense |
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( |
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Loss before income taxes |
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( |
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Income tax benefit |
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Net loss |
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( |
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Net loss attributable to noncontrolling interest |
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( |
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Net loss attributable to common stockholders |
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$ |
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$ |
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Net loss per share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted-average shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Marblegate Capital Corporation
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)
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Common Stock |
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Shares |
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Amount |
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Additional |
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Retained |
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Noncontrolling |
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Total |
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Balance, January 1, 2025 (Retroactive application of recapitalization) |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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- |
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- |
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Balance, March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common Stock |
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Shares |
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Amount |
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Additional |
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Retained |
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Noncontrolling |
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Total |
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Balance, January 1, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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- |
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( |
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Distributions to noncontrolling interests |
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- |
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( |
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Balance, March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Marblegate Capital Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net loss |
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$ |
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$ |
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Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
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Depreciation |
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Losses on loans held for investment, net |
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Noncash medallion incentive |
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Noncash operating lease expense |
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Amortization of borrowing costs |
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Other expense (income), net |
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Deferred income taxes |
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( |
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Changes in operating assets and liabilities: |
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Due from related party |
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( |
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Prepaid expenses and other current assets |
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( |
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Accrued expenses and other liabilities |
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Service fee payable |
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( |
) |
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( |
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Management fee payable |
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( |
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Deposit liability |
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Net cash (used in) provided by operating activities |
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Cash flows from investing activities: |
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Purchases of rental vehicles |
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Asset-based WAV grant receipts |
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Purchases of property and equipment |
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( |
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Medallion disposal down payments and settlements received |
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Repayments on loans held for investment |
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Net cash used in investing activities |
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( |
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Cash flows from financing activities: |
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Distributions to noncontrolling interests |
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( |
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Principal repayments on term loan |
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( |
) |
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Net cash used in financing activities |
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( |
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Net (decrease) increase in cash and cash equivalents and restricted cash |
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( |
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Cash and cash equivalents and restricted cash, at beginning of period |
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Cash and cash equivalents and restricted cash, at end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Cash paid for: |
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Interest |
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$ |
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$ |
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Income taxes |
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$ |
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$ |
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Noncash investing and financing activities: |
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Intangible asset taxi medallions acquired in loan foreclosures |
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$ |
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$ |
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Originations of Non-MRP+ loans from medallion disposals |
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WAV grant receivables applied to rental vehicle basis |
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Purchases of rental vehicles included in other current liabilities |
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Right-of-use assets obtained in exchange for lease liabilities |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Marblegate Capital Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Description of Organization and Business Operations
Marblegate Capital Corporation (collectively, with its subsidiaries, the “Company” or “MCC”) is a Delaware corporation that operates a fully integrated platform combining fleet operations and medallion-backed specialty finance, primarily focused in the New York City regulated street-hail market.
The Company was originally formed by Marblegate Acquisition Corporation (“MAC”), a Delaware corporation and special purpose acquisition company, on February 2, 2023 and survived the Business Combination, as defined below. Following the closing of the Business Combination, shares of MCC common stock (“Common Stock”) and MCC warrants began trading on OTC Markets OTCQX (“OTCQX”) under the symbols “MGTE” and “MGTEW”, respectively, on April 10, 2025.
On April 7, 2025 (the “Closing Date”), the Company consummated the business combination contemplated by an agreement and plan of merger, dated as of February 14, 2023 (the “Business Combination Agreement”) by and among the Company, MAC, Marblegate Asset Management, LLC, a Delaware limited liability company (the “Manager”), MAC Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, DePalma Acquisition I LLC, a Delaware limited liability company (“DePalma I”), and DePalma Acquisition II LLC, a Delaware limited liability company (“DePalma II,” and together with DePalma I, the “DePalma Companies”), pursuant to which MAC agreed to combine with the DePalma Companies in a series of transactions that resulted in the Company becoming a publicly traded company and the surviving company (the “Business Combination”). Immediately prior to the consummation of the Business Combination, on April 7, 2025, as contemplated by the agreement and plan of merger, the Company and the DePalma Companies effected a series of reorganization transactions, resulting in the Company becoming the owner of approximately
As a result of the Business Combination, MCC is a holding company, in which substantially all of its assets are held by, and its businesses operate through, the DePalma Companies and its subsidiaries. The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The DePalma Companies were determined to be the accounting acquirer in the Business Combination, and, therefore, the historical combined financial statements of the DePalma Companies became the basis for the historical financial statements of the Company upon the closing of the Business Combination. The accompanying financial statements retrospectively combine the results of the DePalma Companies. See Note 3 for additional information.
The Company’s operations are managed by the Manager pursuant to a certain Management Services Agreement (the “MSA”) effective upon the Closing Date. The DePalma Companies were managed by the Manager prior to the Business Combination. Pursuant to the MSA, the Manager provides certain management services to the Company including, but not limited to, overseeing the acquisition and disposition of the Company’s assets, overseeing the loan portfolio held by the Company, managing the Company’s day-to-day business and operations, evaluating the financial and operational performance of the Company, providing a management team to serve as executive officers of the Company, and performing any other services for and on behalf of the Company to the extent that such services are consistent with those that are customarily performed by the executive officers and employees of a publicly listed company. In addition, Field Point Servicing, LLC (the “Loan Servicer” or “Field Point”) is the third-party loan servicer for all of the loans held by the Company.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
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
5
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
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 $
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:
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Cash and cash equivalents |
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
||
Total cash and cash equivalents and restricted cash |
$ |
|
|
$ |
|
||
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.
6
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
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.
Asset Category |
|
Depreciable Life |
Furniture and fixtures |
|
|
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 $
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.
7
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 is 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.
8
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
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.
9
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. These reclassifications had no impact on previously reported consolidated balance sheets, net income or loss, cash flows, or stockholders’ equity.
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.
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
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.
10
The Company made payments on the Closing Date totaling $
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 |
$ |
|
|
Medallion Loan Value |
|
|
|
DePalma I Equity Value |
|
|
|
DePalma II Equity Value |
|
|
|
Total DePalma Equity Value |
$ |
|
|
Per share merger consideration |
$ |
|
|
Common Stock issued to DePalma Equityholders |
|
|
|
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 |
|
|
|
MAC public stockholders(1) |
|
|
|
MAC Sponsor |
|
|
|
MAC other stockholders(2) |
|
|
|
Total |
|
|
|
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) |
$ |
|
|
Transaction costs paid with MAC trust proceeds |
|
( |
) |
Net proceeds from MAC trust |
|
|
|
Net liabilities of MAC assumed in merger |
|
( |
) |
Noncontrolling interest recognized in merger |
|
( |
) |
Effect of merger and recapitalization to additional paid-in capital |
$ |
( |
) |
4. Fair Value Measurements
The Company applies the provisions of ASC Topic 820, Fair Value Measurement (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.
ASC 820 establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Under U.S. GAAP, a fair value hierarchy is implemented for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
11
The fair value hierarchy is categorized into three levels based on the inputs as follows:
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. In addition to using the above inputs in asset or liability valuations, the Company continues to employ the valuation policy that is consistent with ASC 820.
The following table presents information about the Company’s assets and liabilities by level within the valuation hierarchy measured at fair value on a recurring basis (in thousands). Refer to Note 5 for further detail on the industry and geographic concentration:
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Amount at |
|
||||
March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans held for investment, at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Private loans: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
MRP+ Loans |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-MRP+ Loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total loans held for investment, at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Medallion incentive liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Warrant liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Amount at |
|
||||
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans held for investment, at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Private loans: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
MRP+ Loans |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-MRP+ Loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total loans held for investment, at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Medallion incentive liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Warrant liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
12
The following table provides a reconciliation of the beginning and ending balances for loans held for investment, at fair value that use Level 3 inputs (in thousands):
|
|
MRP+ Loans |
|
|
Non-MRP+ Loans |
|
||
Balance as of January 1, 2025 |
|
$ |
|
|
$ |
|
||
Gains on loans held for investment, net |
|
|
|
|
|
|
||
Origination of Non-MRP+ loans from medallion disposals |
|
|
|
|
|
|
||
Origination of Non-MRP+ loans from MRP+ settlements |
|
|
( |
) |
|
|
|
|
Purchase of loans in TML Asset Acquisition |
|
|
|
|
|
|
||
Collateral foreclosures |
|
|
( |
) |
|
|
( |
) |
Loan repayments |
|
|
( |
) |
|
|
( |
) |
Balance as of December 31, 2025 |
|
$ |
|
|
$ |
|
||
Losses on loans held from investment, net |
|
|
( |
) |
|
|
( |
) |
Origination of Non-MRP+ loans from medallion disposals |
|
|
|
|
|
|
||
Origination of Non-MRP+ loans from MRP+ settlements |
|
|
( |
) |
|
|
|
|
Collateral foreclosures |
|
|
|
|
|
( |
) |
|
Loan repayments |
|
|
( |
) |
|
|
( |
) |
Balance as of March 31, 2026 |
|
$ |
|
|
$ |
|
||
Net change in estimated fair value of Level 3 loans still held as of March 31, 2026 and March 31, 2025 included in losses on loans held for investment, net on the condensed consolidated statements of operations, was a net increase of $
With respect to instruments valued by management, the valuation techniques employed are an income approach reflecting a discounted cash flow analysis, and a market approach that includes market transactions.
The following table summarizes the valuation techniques and significant unobservable inputs used for the Company‘s assets and liabilities that are categorized within Level 3 of the fair value hierarchy (in thousands):
March 31, 2026 |
|
|||||||||||||||||||
Loans held for investment, at fair value |
|
Fair Value |
|
|
Approach |
|
Unobservable |
|
Low Range |
|
|
High Range |
|
|
Weighted |
|
||||
MRP+ Loans |
|
$ |
|
|
Income |
|
Discount |
|
|
|
|
|
|
|||||||
Non-MRP+ Loans - NYC |
|
|
|
|
Market |
|
Discounted |
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-MRP+ Loans - Other |
|
|
|
|
Market Approach |
|
Market Medallion Price |
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
13
The following table summarizes the valuation techniques and significant unobservable inputs used for the Company’s assets and liabilities that are categorized within Level 3 of the fair value hierarchy (in thousands):
December 31, 2025 |
|
|||||||||||||||||||
Loans held for investment, |
|
Fair Value |
|
|
Approach |
|
Unobservable |
|
Low Range |
|
|
High Range |
|
|
Weighted |
|
||||
MRP+ Loans |
|
$ |
|
|
Income |
|
Discount |
|
|
|
|
|
|
|||||||
Non-MRP+ Loans - NYC |
|
|
|
|
Market |
|
Discounted |
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-MRP+ Loans - Other |
|
|
|
|
Market |
|
Market Medallion Price |
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The value of the underlying collateral and thus, the portfolio of loans may be impacted by multiple factors including, but not limited to, general macroeconomic conditions, as well as the state of the taxi industry, loan restructurings, governmental initiatives, and medallion transfers. Without a readily ascertainable market value, the estimated value of the Company‘s portfolio of loans held for investment, at fair value may differ significantly from the values that would be placed on the portfolio if a readily determinable market existed for the loans. The illiquidity of the Company’s loan portfolio may adversely affect the Company’s ability to dispose of loans at times when it may be advantageous for the Company to liquidate such portfolio. In addition, if the Company were required to liquidate some or all of the loans in the portfolio, the proceeds of such liquidation may be significantly less than the current value of such loans. Changes in the various unobservable inputs used to determine valuations may have similar or diverging impacts on valuation. Significant increases or decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements than noted in the tables above.
5. Loans Held for Investment, at Fair Value
As mentioned in Note 2, the Company’s loan portfolio consists of loans that are collateralized by taxi medallions.
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Total principal balance outstanding |
|
$ |
|
|
$ |
|
||
Adjustment to reduce loans to fair value |
|
|
( |
) |
|
|
( |
) |
Total loans held for investment, at fair value |
|
$ |
|
|
$ |
|
||
14
The following table shows major classifications of loans held for investment, at fair value on current and non-accrual status (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Loans held for investment, at fair value |
|
|
|
|
|
|
||
MRP+ Loans (NYC) |
|
|
|
|
|
|
||
Current |
|
$ |
|
|
$ |
|
||
Non-accrual |
|
|
|
|
|
|
||
Non-MRP+ Loans (NYC): |
|
|
|
|
|
|
||
Current |
|
|
|
|
|
|
||
Non-accrual |
|
|
|
|
|
|
||
Non-MRP+ Loans (Other): |
|
|
|
|
|
|
||
Current |
|
|
|
|
|
|
||
Non-accrual |
|
|
|
|
|
|
||
Total loans held for investment, at fair value |
|
$ |
|
|
$ |
|
||
The aggregate fair value and outstanding principal balances of taxi medallion loans that were on non-accrual status were as follows (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Total principal balance outstanding |
|
$ |
|
|
$ |
|
||
Adjustment to reduce loans to fair value |
|
|
( |
) |
|
|
( |
) |
Total non-accrual loans, at fair value |
|
$ |
|
|
$ |
|
||
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 $
The transaction was determined to be an asset acquisition pursuant to ASC 805, and, therefore, the purchase price, including allocated transaction costs of $
The total cash consideration was allocated to the acquired assets as follows (in thousands):
|
|
Amount |
|
|
Cash |
|
$ |
|
|
Interest receivable |
|
|
|
|
Loans receivable |
|
|
|
|
Taxi medallions |
|
|
|
|
Total |
|
$ |
|
|
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 current 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
15
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):
Assets: |
|
|
|
Cash and cash equivalents |
$ |
|
|
WAV grant receivable |
|
|
|
Prepaid expenses and other current assets |
|
|
|
Property and equipment, net |
|
|
|
Operating lease right-of-use assets |
|
|
|
Total assets |
$ |
|
|
Liabilities: |
|
|
|
Accrued expenses and other current liabilities |
$ |
|
|
Deferred WAV revenue |
|
|
|
Operating lease liabilities |
|
|
|
Total liabilities |
$ |
|
|
Net assets acquired |
$ |
|
|
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 $
7. Rental Vehicles, net
Rental vehicles, net consisted of the following (in thousands):
|
|
|
|
|
|
|
||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Taxi vehicles |
|
|
|
|
|
|
||
Less: accumulated depreciation, rental vehicles |
|
|
( |
) |
|
|
( |
) |
Rental vehicles, net |
|
$ |
|
|
$ |
|
||
Depreciation expense for rental vehicles was $
8. Property and Equipment, net
Property and equipment, net consisted of the following (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense for property and equipment was $
16
9. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
WAV grant receivable |
|
$ |
|
|
$ |
|
||
Interest receivable |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
WAV Program
The Company participates in the City of New York’s Wheelchair Accessible Vehicle (“WAV”) incentive program. The WAV program incentivizes taxi owners to place wheelchair accessible vehicles into service by providing a rebate credit for incurring the up-front costs to place a wheelchair accessible vehicle into service. Under the WAV program, the Company receives a $
The Company accounts for the WAV program government grants as (i) grants related to an asset and as part of the cost basis in determining the carrying value of the asset for the initial placed-in-service rebate credit, and (ii) as a grant related to income reported within WAV grant income on the condensed consolidated statements of operations for the quarterly rebate credit. The Company recognized WAV grant income of $
10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Accrued professional fees |
|
$ |
|
|
$ |
|
||
Franchise and sales tax |
|
|
|
|
|
|
||
Fleet operations |
|
|
|
|
|
|
||
Other accrued expenses |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
11. Fleet Servicing Agreement
On November 15, 2024, the Company, via DePalma II, entered into a consulting agreement (the “Consulting Agreement”) with a third party (the “Consultant”). The Consultant has historically operated a taxi fleet as a TLC agent in New York City, primarily earning revenues from leasing operational taxicab vehicles to end-user drivers under daily and weekly arrangements. The Company and the Consultant entered into the Consulting Agreement primarily to assist the Company in establishing and growing the Company’s taxi fleet operations. The Consultant will provide services generally required to operate and grow commercial taxicab fleet operations, including, but not limited to, servicing vehicles, leasing, insurance, and providing the appropriate personnel on behalf of the Company. During the term of the Consulting Agreement, the Company will provide services including financial planning and vendor management in support of the Consultant’s operations of leasing operational taxicab vehicles to end-user drivers. In connection with the Consulting Agreement, DePalma II, as lessee, entered into a lease agreement for taxicab business office and garage space to run its taxicab operations (the “Garage Lease”). The Consulting Agreement and Garage Lease each have an initial term of five years, with the Garage Lease having an additional renewal option available to the Company, as further described in Note 12. The Consulting Agreement can be terminated by the Company upon a material breach by the Consultant, or upon mutual agreement by both parties.
In exchange for the Consultant’s services, the Company will pay the Consultant a base fee of $
17
Further, the Consultant is entitled to a medallion incentive payment of six (6) NYC taxi medallions per year to be earned on November 15th of each year and payable at the end of the five-year term or upon earlier termination of the Consulting Agreement. In the event the Consulting Agreement is terminated prior to November 15 of a given year, no medallion consideration will be earned by the Consultant for that year, whether on a pro rata basis or otherwise. The Company ratably recognizes to expense the fair value of the medallions to be earned by the Consultant over the term of the Consulting Agreement within cost of fleet revenue, net on the condensed consolidated statements of operations, and recognizes a liability within other liabilities on the condensed consolidated balance sheets. The Company will remeasure such liability at each reporting period based on the fair value of the medallions earned at each period end, with any changes in fair value being reported within earnings. See Note 4 for additional information.
The following table sets forth the components of Consulting Agreement (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Consultant fleet revenues |
|
$ |
|
|
$ |
|
||
Less: Base consulting fees |
|
|
( |
) |
|
|
( |
) |
Less: Noncash medallion incentive |
|
|
( |
) |
|
|
( |
) |
Less: Fleet operating and reimbursable expenses |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
( |
) |
|
$ |
( |
) |
12. Commitments and Contingencies
Leases
The table below presents certain information related to the Company’s lease costs which are included within cost of fleet revenue, net on the condensed consolidated statements of operations (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating lease costs |
|
$ |
|
|
$ |
|
||
Total lease costs |
|
$ |
|
|
$ |
|
||
The ROU assets and lease liabilities for the operating leases were recorded on the condensed consolidated balance sheet as follows (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Assets |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
$ |
|
|
$ |
|
||
Total lease assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Operating lease liabilities, current portion |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Non-current liabilities: |
|
|
|
|
|
|
||
Operating lease liabilities, net of current portion |
|
|
|
|
|
|
||
Total lease liabilities |
|
$ |
|
|
$ |
|
||
The weighted average remaining lease term for the operating leases was
18
Supplemental cash flow information related to the Company’s leases were as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
Future minimum lease payments under operating leases as of March 31, 2026 are as follows (in thousands):
Rest of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total minimum lease payments |
|
|
|
|
Less effects of discounting |
|
|
( |
) |
Total lease liabilities |
|
$ |
|
Other Commitments and Contingencies
As of March 31, 2026 and December 31, 2025, the Company had
From time to time, the Company may become involved in various legal actions, administrative proceedings and claims in the normal course of business. The Company reviews its legal proceedings on an ongoing basis and provides disclosure and records loss contingencies based on the probability and ability to estimate possible losses arising from legal proceedings. Legal proceedings are subject to inherent uncertainties, and unfavorable rulings or events could result in materially adverse outcomes. The Company is not currently subject to any pending material litigation.
13. Intangible Assets
Intangible assets, inclusive of indefinite-lived intangible assets not subject to amortization, consisted of the following (in thousands):
|
March 31, 2026 |
|
||||||
Indefinite-lived intangible assets |
|
Number of Taxi |
|
|
Carrying Value |
|
||
Taxi Medallions by jurisdiction: |
|
|
|
|
|
|
||
New York City1 |
|
|
|
|
$ |
|
||
Other |
|
|
|
|
|
|
||
Total |
|
|
|
|
$ |
|
||
|
|
December 31, 2025 |
|
|||||
Indefinite-lived intangible assets |
|
Number of Taxi |
|
|
Carrying Value |
|
||
Taxi Medallions by jurisdiction: |
|
|
|
|
|
|
||
New York City1 |
|
|
|
|
$ |
|
||
Other |
|
|
|
|
|
|
||
Total |
|
|
|
|
$ |
|
||
19
14. Long-Term Borrowings
The Company’s long-term borrowing arrangements consisted of the following (in thousands):
|
|
March 31, 2026 |
|
|
Term loan |
|
$ |
|
|
Less: unamortized debt issuance costs |
|
|
( |
) |
Less: current portion of term loan |
|
|
( |
) |
Term loan, net of current portion |
|
|
|
|
Credit Facility |
|
|
|
|
Total long-term borrowings, net of current portion |
|
$ |
|
|
Term Loan
In connection with the Term Loan, the Company incurred debt issuance costs of $
The Company is subject to certain financial condition and testing covenants (such as equity requirements and limits), as well as customary events of default that could require acceleration of outstanding obligations. The Company was in compliance with such covenants as of March 31, 2026.
The scheduled minimum payments on the Term Loan were as follows as of March 31, 2026 (in thousands):
|
|
|
|
|
Rest of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Total |
|
$ |
|
|
Credit Facility
On December 30, 2025, the Company entered into a series of agreements by and among certain of the Company’s subsidiaries and DZ Bank AG Deutsche Zentral-Genossenschaftsbank and affiliated lenders (“DZ Bank” or the “Lender”), most notably executing the terms of a Receivables Loan and Security Agreement (the “Credit Facility”). The arrangement provides a secured revolving loan facility to the Company up to $
The Company is required to secure MRP+ loans within a bankruptcy-remote special purpose vehicle, DePalma Financing SPV I LLC (the “SPV”), as collateral to make draws on the Credit Facility. The SPV is a variable interest entity for which the Company is the primary beneficiary. The sole purposes of the SPV are to acquire, hold, pledge, sell, and otherwise exercise ownership rights with respect to the MRP+ loans and related assets, to enter into and perform its obligations and exercise its rights under the Credit Facility and related documents, and to engage in other lawful activities related to or incidental to the foregoing. Although the SPV is included in the Company’s condensed consolidated financial statements, it is a separate legal entity with separate creditors. Upon the transfer of ownership and control of MRP+ loans to the SPV, the Company has no retained interests in the receivables sold (other than certain limited repurchase rights and obligations of DePalma I, as seller, of such receivables) and they become unavailable to the Company’s creditors should it become insolvent. The Company has collection and administrative responsibilities for the MRP+ loans sold to the SPV.
20
During the term of the Credit Facility, the principal balance of advances outstanding may not exceed
The Credit Facility accrues certain interest and fees daily including interest on outstanding balances, a non-use fee on unused committed capacity, a lenders’ margin fee, and make-whole fees. These fees each accrue at different rates but are generally fixed during the term of the Credit Facility. Further, the Credit Facility required the execution of an interest rate hedge by January 31, 2026, which the Company executed on January 26, 2026. The swap was executed for an initial notional amount of $
The Company incurred $
The Company is subject to certain financial condition and testing covenants, as well as customary events of default that could require acceleration of outstanding obligations. The Company was in compliance with such covenants as of March 31, 2026.
15. Earnings (Loss) per Share
The following table sets forth the computation of basic and diluted net loss per share (in thousands except share and per share amounts):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Less: net loss attributable to noncontrolling interests |
|
|
( |
) |
|
|
|
|
Net loss attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding - basic and diluted |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net loss per share: |
|
|
|
|
|
|
||
Net loss per share - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
The potentially dilutive shares of common stock are comprised of
21
16. Segment Information
Operating segments are defined as components of an enterprise that engage in business activities that may recognize revenues and incur expenses for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and to assess performance. In accordance with ASC 280, Segment Reporting, the Company’s CODM has been identified as the Chief Executive Officer. The Company has
The following tables provides information about our segments and a reconciliation to net income (loss) (in thousands):
|
|
|
|
|||||||||||||||||
|
|
Three Months Ended March 31, 2026 |
|
|||||||||||||||||
|
|
Specialty Finance |
|
|
Fleet Operations |
|
|
Total Reportable Segments |
|
|
Other |
|
|
Total |
|
|||||
Statement of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fleet revenue |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Interest income |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
||||
Other revenue |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of fleet revenue, net (exclusive of depreciation) |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Depreciation of rental vehicles |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Service fee expense |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Management fee expense - related party |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Depreciation of property and equipment |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
General and administrative |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other income (expense) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Income tax (expense) benefit |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
22
|
|
|
|
|||||||||||||||||
|
|
Three Months Ended March 31, 2025 |
|
|||||||||||||||||
|
|
Specialty Finance |
|
|
Fleet Operations |
|
|
Total Reportable Segments |
|
|
Other |
|
|
Total |
|
|||||
Statement of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fleet revenue |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Interest income |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
||||
Other revenue |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Total revenue |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
||||
Cost of fleet revenue, net (exclusive of depreciation) |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Depreciation of rental vehicles |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Service fee expense |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Management fee expense - related party |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Depreciation of property and equipment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
General and administrative |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other income (expense) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Income tax (expense) benefit |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
The following tables reconcile segment assets to consolidated assets on the condensed consolidated balance sheets (in thousands):
|
|
March 31, 2026 |
|
|||||||||||||||||
|
|
Specialty Finance |
|
|
Fleet Operations |
|
|
Total Reportable Segments |
|
|
Other |
|
|
Total |
|
|||||
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans held for investment, at fair value |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Intangible assets |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
December 31, 2025 |
|
|||||||||||||||||
|
|
Specialty Finance |
|
|
Fleet Operations |
|
|
Total Reportable Segments |
|
|
Other |
|
|
Total |
|
|||||
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans held for investment, at fair value |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Intangible assets |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
23
17. Income Taxes
The Company’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimate annual effective tax rate adjusted for the effect of discrete items arising in those interim periods.
The provision for income taxes consists of federal and state taxes in the US, New York, and New York City.
For the three months ended March 31, 2026, the Company recorded an income tax benefit of $
For the three months ended March 31, 2025, the Company recorded an income tax expense (benefit) of $
In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, the Company has determined that no valuation allowance is required as of March 31, 2026 and December 31, 2025.
The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s Condensed Consolidated Balance Sheets. To date, the Company has not recognized any interest and penalties in its Condensed Consolidated Statements of Operations, nor has it accrued for or made payments for interest and penalties. The Company has no unrecognized tax benefits as of March 31, 2026 and December 31, 2025.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Under OBBBA, the Company is permitted to claim 100% bonus depreciation and fully deduct domestic research expenditures under Section 174A. These provisions accelerate tax deductions but do not create permanent tax differences; therefore, the impact is timing related only and does not materially affect the Company’s consolidated financial statements.
18. Related Party Transactions
Prior to the Business Combination, the DePalma Companies have, at times, provided advances to the Company for operating and registration costs which are reported within due from related party on the condensed consolidated balance sheets. No related party balances were outstanding as of March 31, 2026 or December 31, 2025.
19. Stockholders’ Equity
Common Stock
Each holder of common stock is entitled to
24
In exchange for their equity interests in the DePalma Companies, the DePalma Companies’ equityholders received a number of shares of common stock of the Company (See Note 3). Prior to the Business Combination, the DePalma Companies made capital distributions to the DePalma Companies equityholders at discretion of the Manager.
Preferred Stock
The Company is authorized to issue
Warrants
The Company assumed
The Warrants have an exercise price of $
20. Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
On April 9, 2026, the Company drew an advance on the Credit Facility of $
25
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless context otherwise requires, all references in this section to “we”, “us”, “our” or “the Company” refer to Marblegate Capital Corporation, however historical references to “we”, “us”, “our” or “the Company” may refer to the historical operations of the DePalma Companies prior to the Business Combination. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report, the Company’s audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 26, 2026. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from management’s expectations as a result of various factors, including but not limited to those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”
Overview
We are a fully integrated operating platform combining fleet operations and medallion-backed specialty finance with operations focused in the NYC regulated mobility market. Our business is centered on the NYC taxi medallion—a scarce, municipally regulated license that is the sole authorization to operate a vehicle for street-hail service in the City of New York which we view as a critical piece of NYC’s mobility infrastructure. We are the largest combined lender to, and owner of, NYC taxi medallions and operate the largest taxi fleet in New York City, based on active vehicle data reported by the TLC, through Signal Taxi. Our goal is to achieve superior risk-adjusted returns for our stockholders by maintaining a focus on capital preservation, current revenues and capital appreciation. Our core philosophy is to work with key stakeholders in NYC’s mobility ecosystem to facilitate an industry-wide restructuring of historical medallion lending practices, to position the taxi medallion as a stabilized income-producing asset, and to support the long-term role of regulated street-hail service as an essential and enduring component of New York City’s transportation network. Accordingly, we regularly explore complementary business opportunities, including potential mergers and acquisitions that would allow us to further develop our position in the broader urban mobility landscape.
We were originally formed by MAC, a Delaware corporation and special purpose acquisition company, on February 2, 2023, to be the surviving company in connection with Business Combination with the DePalma Companies. On the Closing Date, we consummated the Business Combination contemplated by that certain Business Combination Agreement, by and among us, MAC, the Manager, MAC Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of us, and the DePalma Companies, pursuant to which MAC agreed to combine with the DePalma Companies in a series of transactions that resulted in us becoming a publicly traded company and the surviving company. Immediately prior to the consummation of the Business Combination, on April 7, 2025, as contemplated by the Business Combination Agreement, we and the DePalma Companies effected a series of reorganization transactions, resulting in the Company becoming the owner of approximately 83.7% of the DePalma Companies, with the remaining 16.3% continuing to be owned by certain limited partners of the DePalma Companies. As a result of the Business Combination, we are a holding company and substantially all of our assets and operations are conducted through our subsidiaries.
Our operations are managed by the Manager pursuant to the MSA. Pursuant to the MSA, the Manager provides certain management services including, but not limited to, managing our day-to-day business and operations. Under the MSA, the Manager provides management services customarily performed by executive officers and employees of a publicly listed company, including overseeing the acquisition and disposition of our assets, overseeing our loan portfolio, managing our day-to-day business and operations, evaluating our financial and operational performance, and providing a management team to serve as our executive officers.
In February 2019, DePalma II entered into a non-controlling joint venture with Kirie Eleison Corp, an unaffiliated strategic partner, and formed Signal Taxi, in which DePalma II held a 50% interest. Signal Taxi is a fully functioning medallion-leasing agent and taxi fleet operating company based in NYC, licensed by the TLC as an agent/broker for managing NYC taxi medallions, formed for the purpose of operating and servicing taxi medallions. The formation of Signal Taxi also allowed DePalma II to lease the medallions for its fleet operation business. Historically, given the non-controlling nature of the relationship between DePalma II and Signal Taxi, Signal Taxi’s financial statements have not been consolidated; however, on April 7, 2025, we, via DePalma II, completed the Signal Taxi Acquisition.
On November 15, 2024, we, via DePalma II, entered into Consulting Agreement with the Consultant to provide operational support and access to physical garage and office space for our medallion leasing business. DePalma II entered into the Consulting Agreement primarily to assist in establishing and growing its taxi fleet operations. In connection with the Consulting Agreement, DePalma II, as lessee, entered into a lease agreement for our taxicab business and garage space to run our taxicab operations. The Consulting Agreement and Garage Lease each have an initial term of five years, with the Garage Lease having an additional renewal option available to DePalma II.
We believe we are the largest New York City taxi medallion lender with a medallion loan portfolio collateralized by approximately 1,797 New York City taxi medallions as of March 31, 2026. In addition to our ownership of medallion loans, we believe we are also the largest owner of New York City taxi medallions, with 2,146 owned medallions (“Owned Medallions”) as of March 31, 2026.
26
Further, as of March 31, 2026, we have a managed taxi fleet of 950 vehicles and 838 active drivers operating Signal Taxi vehicles, as well as 121 vehicles managed under our Consulting Agreement.
Over time, we plan to transition our portfolio of non-accruing loans and Owned Medallions by selling medallions, primarily with seller financing attached, which is expected to have the impact of increasing interest income from loans. Consistent with our strategy over the last several years, and in response to industry dynamics, we may choose to lease Owned Medallions until sufficient market demand exists to execute a subsequent sale either for cash or with seller financing. We intend to conduct these activities with the primary purposes of protecting the value of the original investment while enabling us to achieve our objectives of capital appreciation and interest income from loans.
On April 10, 2025, our Common Stock and warrants began trading on the OTCQX market under the symbols “MGTE” and “MGTEW”, respectively. We have hired and may continue to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.
Financial Overview
For the three months ended March 31, 2026 and 2025, we generated total revenues of $14.1 million and $4.6 million, respectively. Net loss from operations for the three months ended March 31, 2026 was $3.5 million and $0.9 million, respectively. Other expense for the three months ended March 31, 2026 was $0.9 million and $2.8 million, respectively. Net loss for the three months ended March 31, 2026 was $1.5 million and $3.7 million, respectively.
Through March 31, 2026, we have received approximately $52 million of revenue from certain loans subject to the Medallion Relief Program+ established in March 2022 (“MRP+”), of which 30% related to payments made from the Reserve Fund. As of March 31, 2026, we had loans held for investment, at fair value of $279.8 million. For the three months ended March 31, 2026 and 2025, we had gross collections of $8.1 million and $9.8 million, respectively, where 27% and 59% of such collections were related to payments made on account of restructurings or resolutions of medallion loans. Gross collections decreased by approximately 18% during the three months ended March 31, 2026, as compared to the same period in the prior year and was primarily attributable to a decrease in restructurings of Non-MRP+ large borrowers, compared to the three months ended March 31, 2025, partially offset by an increase in recurring payments from that cohort of restructured large borrowers.
For the three months ended March 31, 2026, we realized a year-over-year increase of $0.6 million in regular monthly payments. Non-MRP+ large borrower payments increased by $0.7 million due to restructuring efforts that improved performance in the Non-MRP+ NYC cohort, while MRP+ payments decreased by $0.1 million as a result of borrower payoffs and foreclosure of defaulted medallions. Regular monthly collections remained steady at $5.9 million. The 18% decrease in gross collections during the three months ended March 31, 2026, compared to the same period in the prior year, was primarily attributable to reduced restructuring activity among Non-MRP+ borrowers.
With respect to delinquencies, as of March 31, 2026 and 2025, the percentage of New York City loans by medallion count in default were 28% and 33%, respectively. The decrease in delinquencies at March 31, 2026 was largely due to the continued foreclosure of non-accruing loans during the three months ended March 31, 2026, as well as newly restructured and originated medallion loans.
For the three months ended March 31, 2026 and 2025, we completed restructurings of loans collateralized by 0 and 36 New York City medallions, respectively. The decrease in restructurings period over period was due to a reduction in the number of New York City non-performing loans requiring restructuring.
For the three months ended March 31, 2026 and 2025, we foreclosed on 0 and 27 medallions. The decrease in the pace of foreclosures was due to the reduced size of the non-accruing loan pool as we have foreclosed on a significant portion of the pool’s non-accruing loans.
27
Key Factors Affecting Operating Results
Our performance and future success depends on several factors that present significant opportunities, but also pose risks and challenges, including those discussed below and in the section entitled “Risk Factors.”
Our balance sheet consists substantially of taxi medallions and loans secured by taxi medallions, which historically have been associated with higher than average delinquency rates and defaults, as substantially all of these loans were acquired after they had defaulted. As of March 31, 2026, we held $356.4 million in aggregate principal of New York City taxi medallion loans, of which approximately 29% of Non-MRP+ loans by unpaid principal balance were in default, compared to 40% as of December 31, 2025. 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 bring it out of default 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. Our taxi medallions are reported at cost and evaluated for impairment. As of March 31, 2026, we held 2,146 New York City medallions, as well as medallions in certain other jurisdictions, with an aggregate carrying value of $358.9 million, compared to 2,147 New York City taxi medallions, as well as medallions in certain other jurisdictions, with an aggregate carrying value of $359.0 million as of December 31, 2025. The value of our taxi medallion and loan portfolio, and the taxi industry in general, is susceptible to risk of loss resulting from, including but not limited to, changes in taxicab industry regulations that result in the issuance of additional medallions or increases in the expenses involved in operating a medallion. 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. 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. 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 our taxi medallions. In addition, changing consumer and driver preferences about modes of transportation and/or other alternatives for drivers (such as ride-share) could have an impact on borrowers’ ability to service debt on a medallion collateralized loan, which could impact the value of our Owned Medallions and the medallions underlying the loans and the ability of borrowers to pay off medallion loans, both of which would adversely affect our results of operations.
MRP+
As of March 31, 2026, 36% of our current medallions based on NYC taxi medallion count have participated in the MRP+. See “Item 1. Business—MRP and MRP+” for a detailed description of the program. The Reserve Fund was funded with $49 million, and any funding in excess of the initial amount is subject to future appropriations by the New York City Council and is not legally required or committed by the City of New York. The Reserve Fund balance was approximately $28.3 million and $30.2 million as of March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026, the Reserve Fund balance represented approximately 1.2x of the annual debt service.
Under the MRP+, eligible medallion loans with a principal balance of $200,000 or more were reduced to an initial principal balance of $200,000, and further reduced to $170,000 per medallion (after a $30,000 per medallion principal reduction payment in the form of a grant from the Reserve Fund). Existing medallion loans with a principal balance of $200,000 or less had a principal balance equal to the existing principal balance reduced by (i) $30,000 per medallion and (ii) further reduced by 5% of the post-paydown principal balance per medallion resulting from (i) above. In no event will the principal balance of any eligible medallion loan exceed $170,000 per medallion. A reduction in the outstanding principal balance to the restructured principal balance is recorded as a write-down of principal in which no cash is received, at which time a loss is recorded based on the reduction in principal balance. The fair value of loans before and after entering the MRP+ program have seen minimal immediate change in fair value due to our fair value accounting policies for MRP+ and Non-MRP+ loans and the historical valuations of underlying NYC medallion collateral for the period of time in which the MRP+ program has existed.
Changes in Interest Rates
Our exposure to changes in interest rates primarily relates to the interest income generated by our medallion loans. In addition, the value of our MRP+ loans is determined by applying a discount to the anticipated future cash flows of the underlying loans. The two factors determining the discount are the movement in interest rates and a risk premium for likelihood of transaction close. A change in interest rates may impact the valuation of MRP+ loans.
Our profitability may be directly affected by interest rate levels and fluctuations in interest rates. As interest rates change, our gross interest rate spread on loans will either increase or decrease because the rates potentially charged on future seller financings provided in medallion sales are limited by market and competitive conditions, restricting our ability to pass on increased interest costs to the borrower.
28
Changes in interest rates historically have not had an identifiable impact on our interest income, gross income spread, or our ability to pass on interest costs to the borrower. The majority of our loan portfolio historically has been non-accruing and has not made regular interest payments. The majority of our current interest income is from the MRP+ loans, which have a fixed interest rate of 7.3%.
Our Credit Facility requires the maintenance of an interest rate hedge. The hedge was executed on January 26, 2026, within the contractual deadline of January 31, 2026. The hedge is an interest rate swap with a notional amount of $25.0 million, which corresponds to the initial draw on the Credit Facility, and effectively fixes our interest rate exposure on that portion of the Credit Facility at approximately 5.3% through the swap termination in August 2033, with the notional amount amortizing after December 2027 in line with projected loan repayments. The Term Loan bears a fixed interest rate and is not subject to interest rate variability. As the impact of interest rates has generally not been material to our historical operating results, we have not entered into any interest rate swaps or other hedging transactions to mitigate such risks. However, we may do so in the future if interest rates increase and our exposure to interest rates becomes more significant. Furthermore, with respect to our assets that are not MRP+ loans, which consist of New York City Non-MRP+ loans, approximately 29% of which are in default as of March 31, 2026, we believe that we are able to mitigate the impact from any rising interest rates as we are generally able to pass on such increased interest rate costs to the borrowers. For example, with respect to such assets, we generally expect to either refinance the defaulted loans into new medallion loans or restructure the existing loans with new loan terms, in each case at a rate that would reflect the then current market interest rate. As a result, we believe that we have the flexibility to adjust our interest rate exposure with respect to some of our asset portfolio.
While we have implemented hedging arrangements with respect to the Credit Facility and continue to monitor the interest rate and seek to mitigate the impact of interest rates, including potentially implementing any market based hedging strategies, we cannot provide assurance that such measures will fully mitigate the impact of changes in interest rates on our results of operations. Additional draws on the Credit Facility beyond the hedged notional amount, or any future variable-rate borrowings, would increase our exposure to interest rate fluctuations.
Key Components of Results of Operations
We have historically operated and managed our business in two reportable segments: Specialty Finance and Fleet Operations. We also report an Other category that includes corporate-level costs such as the MSA management fee, public company expenses, and directors’ and officers’ insurance. The following discussion of results of operations are based on each of our reportable segments and the Other category for the periods presented.
Revenue
Our revenue has historically been primarily comprised of interest income from the taxi medallion loans and any interest earned from cash on hand. All of the medallion loans are collateralized by one or more taxi medallions, with a significant portion of the loans participating in the MRP+ program. These loans are nonrecourse loans that do not carry a personal guarantee, but rather have credit support from funds provided by the City of New York. Medallion loans that do not participate in the MRP+ program are often further secured by personal guarantees and, in some cases, collateralized with additional collateral such as real estate of the borrowers. Our other revenue has historically been comprised of restructuring fees borrowers are requested to pay as part of the MRP+ program, payments received from the Reserve Fund as they are not contractual payments made by the borrowers, fees received in connection with Non-MRP+ restructurings and settlements, and the resolution of certain litigation and bankruptcy proceedings, as discussed further below.
Effective with the Signal Taxi Acquisition, our revenues also consist of fleet revenues from the leasing of our vehicle fleet and medallions to licensed TLC drivers, in which we act as the lessor. These 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, us, and the drivers on weekly basis. The leases may specify the weekly rate between medallion cost, vehicle cost, and other fees, or the lease will 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. We account for these lease and non-lease components as a combined component in accordance with ASC 606.
Operating Expenses
Our operating expenses primarily comprise of: (i) cost of fleet revenue consisting of net costs incurred as a result of the Consulting Agreement and other direct fleet operating costs; (ii) depreciation expense for rental vehicles and property and equipment; (iii) service fee expenses, consisting of fees paid to our third-party servicer, Field Point Servicing, LLC (“Field Point”), for servicing our medallion loans; (iv) management fee expenses, consisting of fees charged by the Manager under the MSA for ongoing management services; (v) general and administrative expenses, and (vi) professional fees, consisting of fees for third-party professional services, including consulting, legal, accounting and lobbying.
We expect our expenses, in particular professional fees and general and administrative fees, to increase for the foreseeable future as a result of operating as a public company, thereby requiring compliance with the rules and regulations of the SEC. As a result, we
29
expect an increase in legal, audit, additional insurance expenses, investor relations activities and other administrative and professional services.
Other Income (Expense)
We treat the loans purchased as a pool of loans in our books and records. Our purchases of taxi medallion loans have been transacted at significant discounts to par value and we have been working to resolve those loans. Resolution of the loans to date have resulted from (i) loan principal payments, at agreed upon amounts, either at or below par, and/or (ii) foreclosure and possession of collateral, the taxi medallions. In either case, we recognize a gain or loss, which is the difference between the sale proceeds of a loan, or collateral value less foreclosure costs in a foreclosure, and the carrying value. Gains on loans held for investment may derive from principal payments in cash or collateral that exceed the carrying value of the principal amount that was relieved. Losses on loans held for investment may occur upon a reduction in principal balance in a restructuring, including when loans enter the MRP+ program. 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. We record changes in fair value on loans held for investment as a result of changes in the fair value of loans collateralized by taxi medallions, as applicable, which are primarily generated through changes in medallion pricing and changes in unpaid principal balances on outstanding loans. Prior period changes in fair value have been included in the carrying value of such loans up until foreclosure.
We also primarily recognize within other income (expense) gains or losses from disposals of medallions, income earned from the City of New York’s WAV incentive program, interest expense, and changes in fair value of warrant and derivative liabilities.
Provision for Income Taxes
Our provision for income taxes consists of federal and state taxes in the US, New York, and New York City.
On April 7, 2025, we consummated the Business Combination, resulting in a non-taxable transaction in accordance with Section 351 of the Internal Revenue Code of 1986, as amended. A portion of the non-corporate members of the DePalma Companies of approximately 83.7% contributed their ownership of the DePalma Companies in exchange for Common Stock of the Company. Following the Business Combination, we, a corporation, hold an 83.7% ownership interest in the DePalma Companies partnerships. In accordance with ASC 740, we are required to record deferred income taxes related to the difference between the tax basis received and the book basis in our 83.7% ownership interest in the DePalma Companies partnerships. The difference between the tax basis and the book basis in both partnerships was primarily driven by temporary differences within the DePalma Companies partnerships arising from specific assets and liabilities. The temporary differences generated prior to the transaction related to both taxi medallion amortization and unrealized gains and losses on loans held for investment. The DePalma Companies are treated as a partnership for U.S. tax purposes and therefore are not subject to federal, state, or local income taxes. Accordingly, there was no provision for income taxes recorded in the historical financial statements prior to the Business Combination.
The Company, along with its wholly owned subsidiary, MAC, will file consolidated tax returns for US federal, New York State, and New York City jurisdictions. The filings will include our newly acquired 83.7% interest in the DePalma Companies.
30
Results of Operations
The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
||
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Revenue: |
|
|
|
|
|
|
||
Fleet revenue |
|
$ |
8,729 |
|
|
$ |
- |
|
Interest income |
|
|
3,594 |
|
|
|
3,286 |
|
Other revenue |
|
|
1,799 |
|
|
|
1,303 |
|
Total revenue |
|
|
14,122 |
|
|
|
4,589 |
|
|
|
|
|
|
|
|
||
Operating expenses: |
|
|
|
|
|
|
||
Cost of fleet revenue, net (exclusive of depreciation) |
|
|
7,631 |
|
|
|
1,315 |
|
Depreciation of rental vehicles |
|
|
1,519 |
|
|
|
539 |
|
Service fee expense |
|
|
1,201 |
|
|
|
1,125 |
|
Management fee expense - related party |
|
|
2,226 |
|
|
|
- |
|
Depreciation of property and equipment |
|
|
66 |
|
|
|
- |
|
General and administrative |
|
|
2,827 |
|
|
|
117 |
|
Professional fees |
|
|
2,130 |
|
|
|
2,383 |
|
Total operating expenses |
|
|
17,600 |
|
|
|
5,479 |
|
Loss from operations |
|
|
(3,478 |
) |
|
|
(890 |
) |
|
|
|
|
|
|
|
||
Other income (expense): |
|
|
|
|
|
|
||
Losses on loans held for investment, net |
|
|
(374 |
) |
|
|
(2,862 |
) |
WAV grant income |
|
|
273 |
|
|
|
- |
|
Interest expense |
|
|
(819 |
) |
|
|
- |
|
Other income (expense), net |
|
|
(5 |
) |
|
|
66 |
|
Total other expense |
|
|
(925 |
) |
|
|
(2,796 |
) |
|
|
|
|
|
|
|
||
Loss before income taxes |
|
|
(4,403 |
) |
|
|
(3,686 |
) |
Income tax benefit |
|
|
2,923 |
|
|
|
- |
|
Net loss |
|
$ |
(1,480 |
) |
|
$ |
(3,686 |
) |
Net loss attributable to noncontrolling interest |
|
|
(320 |
) |
|
|
- |
|
Net loss attributable to common stockholders |
|
$ |
(1,160 |
) |
|
$ |
(3,686 |
) |
The following discussion and analysis is for the three months ended March 31, 2026, compared to the same period in 2025.
Revenue
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Revenue: |
|
|
|
|
|
|
|
|
|
|||
Fleet revenue |
|
$ |
8,729 |
|
|
$ |
- |
|
|
|
— |
% |
Interest income |
|
|
3,594 |
|
|
|
3,286 |
|
|
|
9 |
% |
Other revenue |
|
|
1,799 |
|
|
|
1,303 |
|
|
|
38 |
% |
Total revenue |
|
$ |
14,122 |
|
|
$ |
4,589 |
|
|
|
208 |
% |
Fleet revenue of $8.7 million was recognized during the three months ended March 31, 2026 as a result of the Signal Taxi Acquisition. Fleet revenue is comprised of revenue from the leasing of the Company’s vehicle fleet and medallions to licensed TLC drivers commencing with the Signal Taxi Acquisition.
Interest income increased by $0.3 million, or 9%. This increase was due to a $0.5 million increase in interest from restructured and performing Non-MRP+ loans, offset by a $0.2 million decrease in interest income due to lower cash balances.
Other revenue increased by $0.5 million, or 38%. This increase was primarily due to higher payments received from the Reserve Fund resulting from an increase in MRP+ loans in default during the three months ended March 31, 2026.
31
Cost of Fleet Revenue, Net
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Cost of fleet revenue, net |
|
$ |
7,631 |
|
|
$ |
1,315 |
|
|
|
480 |
% |
Cost of fleet revenue increased by $6.3 million, or by 480%. This increase was due to the Signal Taxi Acquisition and consolidation of Signal Taxi operating costs, most notably including vehicle insurance of $2.9 million and other direct fleet operating costs of $2.4 million, as well as a net increase of $1.0 million from the Consulting Agreement.
Depreciation of Rental Vehicles
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Depreciation of rental vehicles |
|
$ |
1,519 |
|
|
$ |
539 |
|
|
|
182 |
% |
Depreciation of rental vehicles increased by $1.0 million, or 182%. This increase was due to the purchase and placement of additional taxicab vehicles in service.
Service Fee Expense
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Service fee expense |
|
$ |
1,201 |
|
|
$ |
1,125 |
|
|
|
7 |
% |
Service fee expense increased by $0.1 million, or 7%. This increase was primarily due to timing of reimbursable pass-through costs (actual costs incurred by our service provider on our behalf, without markup).
Management Fee Expense - Related Party
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Management fee expense - related party |
|
$ |
2,226 |
|
|
$ |
- |
|
|
|
— |
% |
Management fee expense - related party increased by $2.2 million. This increase was due to the execution of the MSA upon the closing of the Business Combination. Under the MSA, MAM receives a management fee each fiscal quarter calculated as the product of (i) 0.375% multiplied by (ii) the Company’s adjusted net assets. The MSA has an initial term of five years from the closing of the Business Combination and automatically renews for an additional five-year period unless terminated by either party. See Note 18 to our condensed consolidated financial statements for additional information regarding the MSA and related party transactions.
Depreciation of Property and Equipment
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Depreciation of property and equipment |
|
$ |
66 |
|
|
$ |
- |
|
|
|
— |
% |
Depreciation of property and equipment increased by $0.1 million. This increase was due to the acquisition of property and equipment in the Signal Taxi Acquisition.
General and Administrative
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
General and administrative |
|
$ |
2,827 |
|
|
$ |
117 |
|
|
|
2,316 |
% |
General and administrative expenses increased by $2.7 million, or 2,316%. This increase was primarily due to the consolidation of Signal Taxi operating costs including $0.8 million in employee compensation, as well as $1.0 million of general office expenses, $0.5 million of public company corporate insurance expenses, and $0.5 million in state and local non-income taxes.
32
Professional Fees
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Professional fees |
|
$ |
2,130 |
|
|
$ |
2,383 |
|
|
|
(11 |
)% |
Professional fees decreased by $0.3 million, or 11%. This decrease was primarily due to a decrease in professional fees subsequent to the closing of the Business Combination.
Losses on Loans Held for Investment, Net
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Losses on loans held for investment, net |
|
$ |
(374 |
) |
|
$ |
(2,862 |
) |
|
|
(87 |
)% |
Losses on loans held for investment decreased by $2.5 million, or 87%. Losses of $0.4 million for the three months ended March 31, 2026 were primarily due to a revaluation of underlying medallions on Chicago collateralized loans. Losses of $2.9 million for the three months ended March 31, 2025 were due to a $5.6 million loss on loans collateralized by Chicago taxi medallions, $0.8 million of which was due to a revaluation of the underlying medallions and $4.8 million of which was due to a markdown of mortgage collateral, partially offset by a $1.5 million increase in gains from paydowns on Non-MRP+ loans, a $0.2 million increase in gains from foreclosures on NYC medallions in the MRP+ portfolio, and $1.1 million increase in gains from a revaluation of MRP+ loans as a result of a reduction in the risk-free rate.
WAV Grant Income
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
WAV grant income |
|
$ |
273 |
|
|
$ |
- |
|
|
|
— |
% |
WAV grant income increased by $0.3 million. This increase was due to the Signal Taxi Acquisition and the recognition of income from the quarterly WAV grant incentive.
Interest Expense
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Interest expense |
|
$ |
(819 |
) |
|
$ |
- |
|
|
|
— |
% |
We did not have any interest expense prior to the long-term borrowing arrangements executed in December 2025. Interest expense increased as a result of coupon interest and amortization of issuance costs recognized related to our long-term borrowings.
Other Income (Expense), Net
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Other income (expense), net |
|
$ |
(5 |
) |
|
$ |
66 |
|
|
|
(108 |
)% |
Other income (expense), net decreased by $0.1 million. This decrease was primarily due to a reduction in medallion disposal activity.
Income Tax Benefit
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Income tax benefit |
|
$ |
2,923 |
|
|
$ |
- |
|
|
|
— |
% |
Income tax benefit increased by $2.9 million. This increase was due to the recognition of corporate income taxes subsequent to the Business Combination. Prior to the Business Combination, the DePalma Companies were treated as a partnership for U.S. tax purposes and therefore were not subject to federal, state, or local income taxes. Accordingly, there was no benefit or provision for income taxes recorded in the historical financial statements prior to the Business Combination.
33
Segment Results of Operations
We operate our business as two operating and reportable segments: Specialty Finance and Fleet Operations. For additional information about our segments, see Note 16 in the section entitled “Segment Information” as referred to in the notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
The following tables summarizes our segment results of operations for the three months ended March 31, 2026 and 2025:
Segment Revenue
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Specialty Finance |
|
$ |
5,231 |
|
|
$ |
4,381 |
|
|
|
19 |
% |
Fleet Operations |
|
|
8,833 |
|
|
|
- |
|
|
|
— |
% |
Other |
|
|
58 |
|
|
|
208 |
|
|
|
(72 |
)% |
Total revenue |
|
$ |
14,122 |
|
|
$ |
4,589 |
|
|
|
208 |
% |
Specialty Finance revenue increased by $0.9 million, or 19%. This increase was due to higher interest income from restructured and performing Non-MRP+ loans and higher payments received from the Reserve Fund from MRP+ loans in default.
Fleet Operations revenue increased by $8.8 million. This increase was due to taxi fleet revenue subsequent to the Signal Taxi Acquisition.
Other revenue decreased by $0.2 million, or 72%. This decrease was primarily due to a decrease in interest income received on cash balances during the period.
Segment Operating Expenses
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Specialty Finance |
|
$ |
1,818 |
|
|
$ |
1,219 |
|
|
|
49 |
% |
Fleet Operations |
|
|
10,911 |
|
|
|
2,606 |
|
|
|
319 |
% |
Other |
|
|
4,871 |
|
|
|
1,655 |
|
|
|
194 |
% |
Total operating expenses |
|
$ |
17,600 |
|
|
$ |
5,480 |
|
|
|
221 |
% |
Specialty Finance operating expenses increased by $0.6 million, or 49%. This increase was due to higher professional service fees incurred during the three months ended March 31, 2026.
Fleet Operations operating expenses increased by $8.3 million, or 319%. This increase was primarily due to an increase in cost of fleet revenues of $6.3 million resulting subsequent to the Signal Taxi Acquisition, an increase in $1.0 million in rental vehicle depreciation, and $0.8 million in employee compensation.
Other operating expenses increased by $3.2 million, or 194%. This increase was due to costs related to the closing of the Business Combination, public company expenses, and the execution of the MSA, which became effective upon the closing of the Business Combination.
Segment Net Income (Loss)
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(In thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
% Change |
|
|||
Specialty Finance |
|
$ |
1,209 |
|
|
$ |
300 |
|
|
|
303 |
% |
Fleet Operations |
|
|
(323 |
) |
|
|
(2,539 |
) |
|
|
(87 |
)% |
Other |
|
|
(2,366 |
) |
|
|
(1,447 |
) |
|
|
64 |
% |
Net loss |
|
$ |
(1,480 |
) |
|
$ |
(3,686 |
) |
|
|
(60 |
)% |
Specialty Finance net income increased by $0.9 million, or 303%. This increase was primarily due to higher interest income from restructured and performing Non-MRP+ loans and higher payments received from the Reserve Fund from MRP+ loans in default totaling $0.9 million in aggregate and a decrease in losses on loans held for investment of $2.5 million, partially offset by an increase in income tax expense of $1.8 million subsequent to the Business Combination and an increase in professional fees of $0.5 million.
Fleet Operations net loss decreased by $2.2 million, or 87%. This decrease was primarily due to an increase in taxi fleet revenue subsequent to the Signal Taxi Acquisition of $8.8 million and an increase in income tax benefit of $1.5 million subsequent to the Business Combination, partially offset by an increase in direct fleet operating costs subsequent to the Signal Taxi Acquisition of $6.3 million and an increase in other fleet overhead costs of $1.5 million.
34
Other net loss increased by $0.9 million, or 64%. This increase was primarily due to increases of $0.5 million of public company corporate insurance expenses, $0.5 million in state and local non-income taxes, $2.2 million in management fees subsequent to the execution of the MSA, and $0.8 million of interest expense from our long-term borrowing arrangements, partially offset by an increase in income tax benefit of $3.3 million subsequent to the Business Combination.
Liquidity and Capital Resources
Cash Flows
As of March 31, 2026, and December 31, 2025, we had available cash and cash equivalents, excluding restricted cash, of $5.5 million and $25.3 million, respectively, available to fund our operations. The decrease of $19.8 million was primarily due to the investment in taxi rental vehicles of $12.9 million, management fee payments of $3.2 million, principal repayments on the Term Loan of $1.3 million, distributions to noncontrolling interests of $1.1 million, partially offset by other working capital receipts and payments. As of March 31, 2026 and December 31, 2025, we had restricted cash of $1.6 million and $0.5 million, respectively, which consists of funds held for security deposits and the lockbox arrangement of our Credit Facility.
The taxi industry is competitive and there are uncertainties around our cash flows, including those from our loan portfolio. We compete with other established fleets, technology enabled ride sharing apps, and public transit among other competitors. Our ability to maintain current cash flow levels from MRP+ loans is dependent on the continued availability of the Reserve Fund. See ‘Item 1. Business—Reserve Fund’ from our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a description of the Reserve Fund balance, tiered replenishment mechanism, and important limitations.
Based on our current expectations, we believe that our existing cash and cash equivalents, together with the available borrowing capacity under our Credit Facility and cash provided by operating activities, will be sufficient to fund our working capital requirements for at least the next 12 months.
The following table summarizes our cash flows for the periods indicated:
|
|
Three Months Ended March 31, |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Net cash (used in) provided by operating activities |
|
$ |
(6,813 |
) |
|
$ |
1,786 |
|
|
$ |
(8,599 |
) |
|
|
(481 |
)% |
Net cash used in investing activities |
|
|
(9,554 |
) |
|
|
(1,779 |
) |
|
|
(7,775 |
) |
|
|
437 |
% |
Net cash used in financing activities |
|
|
(2,386 |
) |
|
|
- |
|
|
|
(2,386 |
) |
|
|
— |
% |
Net decrease in cash and cash equivalents |
|
|
(18,753 |
) |
|
|
7 |
|
|
|
(18,760 |
) |
|
* |
|
|
Cash and cash equivalents, at beginning of period |
|
|
25,840 |
|
|
|
35,173 |
|
|
|
(9,333 |
) |
|
|
(27 |
)% |
Cash and cash equivalents, at end of period |
|
|
7,087 |
|
|
|
35,180 |
|
|
|
(28,093 |
) |
|
|
(80 |
)% |
* Percentage not meaningful
Operating Activities
The increase to net cash used in operating activities was $8.6 million, or 481%. This increase was primarily a result of payments of management fees of $3.2 million, increases in general and administrative expenses noted above of $2.7 million, a decrease in receipts of deposit liability payments of $0.9 million after the Signal Taxi Acquisition, an increase in prepaid expenses of $1.3 million, and an increase in interest expense payments of $0.6 million on our executed long-term borrowing arrangements.
Investing Activities
The increase to net cash used in investing activities was $7.8 million, or 437%. This increase was primarily due to an increase in the purchase of taxi rental vehicles of $6.3 million, and a decrease in repayments on loans held for investment of $2.8 million, partially offset by an increase in asset-based WAV grants received of $1.7 million.
Financing Activities
The increase to net cash used in financing activities was $2.4 million. This increase was primarily due to principal payments on our executed long-term borrowing arrangements of $1.3 million and distributions to noncontrolling interests of $1.1 million.
Future sources and uses of liquidity
Our assets primarily consist of cash and cash equivalents, loans held for investment, at fair value, taxi vehicles, and taxi medallion intangible assets which, other than cash and cash equivalents, are generally not considered readily liquid assets by nature.
35
Our future capital requirements will depend on many factors, including our degree of success in collecting contractual payments on MRP+ loans, reperforming, restructuring or resolving Non-MRP+ loans, sales of medallions (which may include seller financing), our ability to scale the profitability of our taxi fleet, our ability to maintain compliance with contractual covenants on our long-term borrowing arrangements, general economic conditions, future market growth and competition in the mobility market.
In December 2025, we executed the Credit Facility with DZ Bank resulting in an increase in long-term borrowings outstanding of $25.0 million, primarily to facilitate the TML Asset Acquisition. We are eligible to draw up to $120.0 million on the Credit Facility, subject to certain borrowing base collateral requirements of MRP+ loans, which can be used for general corporate purposes. We are required to secure MRP+ loans within the bankruptcy-remote SPV as collateral to make draws on the Credit Facility. Although the SPV is included in our condensed consolidated financial statements, it is a separate legal entity with separate creditors. Upon the transfer of ownership and control of MRP+ loans to the SPV, we have limited retained interests in the receivables sold and they become unavailable to other creditors should we become insolvent.
During the term of the Credit Facility, all cash receipts from borrowers on secured MRP+ loans are deposited into a lockbox account that is subject to control by DZ Bank. Funds in the lockbox account are subject to monthly periodic disbursements based on a priority of payments schedule first including any fees or accrued interest due to the lender and other facility stakeholders, with the remainder available to be remitted to us. Subsequent to the revolving period on December 30, 2027, any funds remaining in the lockbox account after payment of lender fees and interest are to be applied to the principal balance outstanding on the Credit Facility. The Credit Facility otherwise matures in December 2030. As of March 31, 2026, approximately $40.4 million of MRP+ loans were secured within the SPV and $1.1 million was in the lockbox account. We plan to secure additional MRP+ loans as needed to support additional draws on the Credit Facility, however the restricted use of such secured assets and outstanding principal on the Credit Facility could have a significant impact on our sources and uses of liquidity. As of March 31, 2026, we were eligible to draw an additional $15.4 million based on existing applicable MRP+ loans secured in the SPV. On April 9, 2026, we drew an additional advance on the Credit Facility of $10.0 million for the purchase of taxi rental vehicles and general corporate purposes.
Further in December 2025, we executed the Term Loan resulting in an increase in long-term borrowing outstanding of $17.2 million. We will use the proceeds of the term loan to finance the acquisition of new taxicab vehicles to scale our fleet operations. The Term Loan requires fixed monthly payments of principal and interest and matures in January 2029, and requires that we collateralize certain of our taxicab vehicles, excluding any related taxi medallions. We do not anticipate the collateralization of such taxi vehicles to have a significant impact on our liquidity given taxi vehicles are not considered readily liquid assets by nature.
As of March 31, 2026 we have future commitments in the form of outstanding long-term borrowings. The table below is a summary of the composition of our long-term borrowing arrangements as of March 31, 2026 and excludes the additional advance of $10.0 million on the Credit Facility on April 9, 2026:
|
|
March 31, 2026 |
|
|
Term loan |
|
$ |
15,946 |
|
Less: unamortized debt issuance costs |
|
|
(207 |
) |
Less: current portion of term loan |
|
|
(4,908 |
) |
Term loan, net of current portion |
|
|
10,831 |
|
Credit Facility |
|
|
25,000 |
|
Total long-term borrowings, net of current portion |
|
$ |
35,831 |
|
Refer to Note 14 of our condensed consolidated financial statements included elsewhere in this Quarterly Report for further information.
In addition, as of March 31, 2026, we have additional outstanding commitments in the form of operating leases that contain renewal options including commitments until November 2029, respectively. Refer to Note 12 of our condensed consolidated financial statements included elsewhere in this Quarterly Report for further information.
In the future, we may be required or choose to seek additional equity or debt financing. If we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. In addition, we cannot assure you that these measures and our cash flows from operations and cash and cash equivalents will be sufficient to meet our working capital requirements and to meet our commitments in the future.
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report are prepared in accordance with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities, and the reported amounts of revenue, costs and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from
36
these estimates. To the extent that there are differences between our estimates and actual results, future financial statement presentation, financial condition, results of operations, and our cash flows will be affected.
An accounting policy or estimate is considered to be critical or significant if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the unaudited condensed consolidated financial statements.
We believe the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of our condensed consolidated financial statements. For a description of our significant accounting policies, see Note 2 “Summary of Significant Accounting Policies,” of the notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Loans Held for Investment, at Fair Value
Our loans held for investment are generally collateralized by taxi medallions in various jurisdictions, primarily New York City. We account for our loans held for investment using the fair value option and by applying the fair value principles of ASC 820, Fair Value Measurement. Our loans held for investment are determined to be Level 3 measurements pursuant to the fair value hierarchy as the valuation requires inputs that are significant and unobservable. Our MRP+ loan portfolio is primarily performing and valued by using a discount rate to present value cash flows from loans restructured by the City of New York under the MRP+ program (at a price of $170,000). To determine the discount rate, we consider the internal rate of return on the investment, changes in the US Treasury rates to maturity of the loans and a risk premium for the likelihood of whether a loan will be successfully restructured under the MRP+ program. Our Non-MRP+ loan portfolio is primarily nonperforming and valued at the lesser of unpaid principal balance and the medallion or other collateral value attached to the loan, less a discount applied to the collateral value to estimate costs associated with taking ownership of the collateral. The most significant inputs in determining the medallion collateral value include our recent medallion sale prices, the amount backstopped by the City of New York under the MRP+, and certain market prices reported by the TLC. As of March 31, 2026, our New York City medallion collateral value was determined to be $175,000 for each medallion, calculated as the midpoint between an estimated range, of which the low value was $165,000 and the high value was $185,000.
Significant increases or decreases in such factors, or structural and/or regulatory changes to the New York City taxi industry would result in a significantly lower or higher fair value measurement. The value of the underlying collateral and thus, the portfolio of loans may be impacted by multiple factors including, but not limited to, general macroeconomic conditions and state of the taxi industry, loan restructurings, governmental initiatives, and medallion transfers. Without a readily ascertainable market value, the estimated value of our portfolio of loans held for investment, at fair value may differ significantly from the values that would be placed on the portfolio if a readily determinable market existed for the loans. The illiquidity of our loan portfolio may adversely affect our ability to dispose of loans at times when it may be advantageous to liquidate such portfolio. In addition, if we were required to liquidate some or all of the loans in the portfolio, the proceeds of such liquidation may be significantly less than the current value of such loans. Changes in the various unobservable inputs used to determine valuations may have similar or diverging impacts on valuation. Significant increases or decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements than noted in the tables above.
Intangible Assets
Our taxi medallions are indefinite-lived intangible assets in accordance with ASC 350, Intangibles-Goodwill and Other. Costs incurred for renewal of taxi medallions are included within general and administrative expenses.
Indefinite-lived intangible assets are not amortized but instead tested for impairment. We evaluate indefinite-lived intangible assets for impairment annually on October 1st of each year or more frequently whenever events or changes in circumstances indicate that it is more likely than not that the asset is impaired.
We evaluate our taxi medallions 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 our 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, we determine 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 assets is judgmental in nature and involves the use of significant estimates and assumptions, notably including the determination of anticipated impacts of changes in regulatory and macroeconomic factors impacting our industry, as well as the use of limited readily available market information of third party medallion transfers, including those reported by the TLC. No impairment losses were recognized for the three months ended March 31, 2026 and 2025.
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Recent Accounting Pronouncements
See Note 2 in the section entitled “Summary of Significant Accounting Policies — Recent Accounting Pronouncements” as referred to in the notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for a discussion about accounting pronouncements recently issued.
Potential Uplisting
Our common stock is currently quoted on the OTCQX under the symbol “MGTE.” We intend to pursue a listing of our common stock on a national securities exchange, such as The Nasdaq Stock Market LLC (“Nasdaq”), as part of our broader capital markets strategy. A national securities exchange listing, if obtained, would be expected to provide us with improved access to capital, enhanced trading liquidity, and greater market visibility. In connection with this evaluation, we are reviewing applicable quantitative, qualitative and corporate governance listing requirements and considering steps that may be required to support a future application. Nasdaq’s initial listing standards include, among other requirements, minimum thresholds for stockholders’ equity, market value of publicly held shares, share price, number of round lot holders, and compliance with Nasdaq’s corporate governance requirements. Meeting these requirements may require us to raise additional capital and incur additional costs.
As of the date of this Quarterly Report, we have not submitted a listing application to Nasdaq, and any uplisting would be subject to, among other things, our ability to satisfy applicable initial listing standards, Nasdaq review and approval, market conditions and other factors. There can be no assurance that we will submit an application, satisfy the applicable listing requirements or complete an uplisting. See “Risk Factors—We may not be successful in listing our common stock on a national securities exchange, and our common stock may continue to trade on the OTC Markets” for additional information.
Emerging Growth Company Status
We are an emerging growth company, as defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards applicable to public companies, allowing them to delay the adoption of those standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period under the JOBS Act until the earlier of the date we are no longer an emerging growth company or we affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, following the Business Combination, our condensed consolidated financial statements may not be comparable to the financial statements of companies that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make common stock less attractive to investors.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company, as defined in Rule 12b‑2 under the Exchange Act, and are not required to provide the information required by Item 305 of Regulation S‑K. Accordingly, we have omitted this Item 3.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are currently involved in various legal proceedings incident to the ordinary course of our business, including collection matters with respect to certain loans. To the extent relevant, we intend to vigorously defend any outstanding claims and pursue our legal rights. Although the results of proceedings in which we are involved cannot be predicted with certainty, in the opinion of our management and based upon the advice of legal counsel there is no proceeding pending, or to the knowledge of management threatened, which in the event of an adverse decision could result in a material adverse effect on our results of operations or financial condition.
ITEM 1A. RISK FACTORS
Other than as set forth below, there have been no material changes to the Risk Factors previously disclosed in Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “Form 10-K”), filed with the SEC on March 26, 2026. The risks described in our Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.
We may not be successful in listing our common stock on a national securities exchange, and our common stock may continue to trade on the OTC Markets.
We intend to pursue a listing of our common stock on Nasdaq or another national securities exchange. Listing on a national securities exchange is subject to the satisfaction of initial listing requirements relating to, among other things, minimum stockholders’ equity, minimum bid price, number of round lot holders, market value of publicly held shares, and corporate governance standards, as well as the exchange’s discretionary review authority. We may need to raise additional capital, effect a reverse stock split, or take other corporate actions to satisfy these requirements. There can be no assurance that we will meet the applicable requirements, that any application we may submit will be approved, or that we will be able to maintain compliance with continuing listing standards following any such listing. If we are unable to achieve or maintain a listing on a national securities exchange, our common stock will continue to trade on the OTCQX, which may limit our liquidity, restrict our access to institutional investors, and adversely affect our ability to raise capital.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities By the Issuer and Affiliated Purchasers
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
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EXHIBIT INDEX
Exhibit |
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Description |
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2.1†#‡ |
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Business Combination Agreement, dated February 14, 2023, by and among Marblegate Acquisition Corp., Marblegate Asset Management, LLC, Marblegate Capital Corporation, MAC Merger Sub, Inc., DePalma Acquisition I LLC and DePalma Acquisition II LLC (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 filed with the SEC on February 7, 2025). |
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2.2 |
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Waiver to the Business Combination Agreement, dated April 5, 2025, by and among Marblegate Acquisition Corp., Marblegate Asset Management, LLC, Marblegate Capital Corporation, MAC Merger Sub, Inc., DePalma Acquisition I LLC and DePalma Acquisition II LLC (incorporated by reference to Exhibit 2.2 to Marblegate Capital Corporation’s Annual Report on Form 10-K filed with the SEC on April 7, 2025). |
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3.1 |
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Amended and Restated Certificate of Incorporation of Marblegate Capital Corporation (incorporated by reference to Exhibit 3.1 to Marblegate Capital Corporation’s Annual Report on Form 10-K filed with the SEC on April 7, 2025). |
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3.2 |
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Amended and Restated Bylaws of Marblegate Capital Corporation (incorporated by reference to Exhibit 3.2 to Marblegate Capital Corporation’s Annual Report on Form 10-K filed with the SEC on April 7, 2025). |
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4.1 |
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Specimen Common Stock Certificate of Marblegate Capital Corporation (incorporated by reference to Exhibit 4.1 to Marblegate Capital Corporation’s Annual Report on Form 10-K filed with the SEC on April 7, 2025). |
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4.2 |
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Specimen Warrant Certificate of Marblegate Capital Corporation (incorporated by reference to Exhibit 4.2 to Marblegate Capital Corporation’s Annual Report Form 10-K filed with the SEC on April 7, 2025). |
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4.3 |
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Warrant Agreement, dated September 30, 2021, by and between Continental Stock Transfer & Trust Company and Marblegate Acquisition Corp. (incorporated by reference to Exhibit 4.1 to Marblegate Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on October 5, 2021). |
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4.4 |
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Warrant Assumption Agreement, dated April 7, 2025, by and among Marblegate Acquisition Corp., Marblegate Capital Corporation, and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 to Marblegate Capital Corporation’s Annual Report on Form 10-K filed with the SEC on April 7, 2025). |
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10.1 |
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Registration Rights Agreement, dated as of April 7, 2025, by and among Marblegate Capital Corporation, Marblegate Acquisition LLC, and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.19 to Marblegate Capital Corporation’s Annual Report on Form 10-K filed with the SEC on April 7, 2025). |
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10.2+ |
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Management Services Agreement, dated April 7, 2025, by and between Marblegate Capital Corporation and Marblegate Asset Management, LLC (incorporated by reference to Exhibit 10.3 to Marblegate Capital Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025). |
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10.3 |
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Form of Indemnity Agreement (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K (File No. 333-283675), filed with the SEC on April 7, 2025). |
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10.4†#
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Receivables Loan and Security Agreement, dated December 30, 2025, by and among DePalma Financing SPV I LLC, DePalma Acquisition I LLC, the lenders party thereto, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch, as agent (incorporated by reference to Exhibit 10.1 to Marblegate Capital Corporation’s Current Report on Form 8-K filed with the SEC on January 6, 2026). |
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10.5 |
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Performance Guaranty, dated as of December 30, 2025, by Marblegate Capital Corporation in favor of the Beneficiaries named therein (incorporated by reference to Exhibit 10.2 to Marblegate Capital Corporation’s Form 8-K (File No. 000-56734), filed with the SEC on January 6, 2026) |
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10.6 |
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Secured Revolving Promissory Note, dated as of December 30, 2025, issued by DePalma Financing SPV I LLC (incorporated by reference to Exhibit 10.3 to Marblegate Capital Corporation’s Form 8-K (File No. 000-56734), filed with the SEC on January 6, 2026) |
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10.7†# |
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Membership Interest Purchase Agreement, dated December 30, 2025, by and among Marblegate Capital Corporation, TML Holding, Inc. and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch (incorporated by reference to Exhibit 10.2 to Marblegate Capital Corporation’s Current Report on Form 8-K filed with the SEC on January 6, 2026). |
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10.8†# |
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Loan and Security Agreement, dated December 31, 2025, by and among certain subsidiaries of DePalma Acquisition II LLC and Auxilior Capital Partners, Inc. (incorporated by reference to Exhibit 10.3 to Marblegate Capital Corporation’s Current Report on Form 8-K filed with the SEC on January 6, 2026). |
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10.9 †#‡
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Purchase and Contribution Agreement, dated December 30, 2025, between DePalma Acquisition I LLC, as seller, and DePalma Financing SPV I LLC, as purchaser (incorporated by reference to Exhibit 10.4 to Marblegate Capital Corporation’s Current Report on Form 8-K filed with the SEC on January 6, 2026).d-14(a). |
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10.10 †#‡
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Pledge and Security Agreement (Equity Pledge Agreement), dated December 30, 2025, between DePalma Acquisition I LLC, as pledgor, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch, as agent (incorporated by reference to Exhibit 10.5 to Marblegate Capital Corporation’s Current Report on Form 8-K filed with the SEC on January 6, 2026). |
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10.11 |
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Promissory Note No. 001, dated as of December 31, 2025, in the principal amount of $7,500,000, issued to Auxilior Capital Partners, Inc. (incorporated by reference to Exhibit 10.8 to Marblegate Capital Corporation’s Form 8-K (File No. 000-56734), filed with the SEC on January 6, 2026 |
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10.12 |
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Promissory Note No. 002, dated as of December 31, 2025, in the principal amount of $4,860,000, issued to Auxilior Capital Partners, Inc. (incorporated by reference to Exhibit 10.9 to Marblegate Capital Corporation’s Form 8-K (File No. 000-56734), filed with the SEC on January 6, 2026 |
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10.13 |
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Promissory Note No. 003, dated as of December 31, 2025, in the principal amount of $4,860,000, issued to Auxilior Capital Partners, Inc. (incorporated by reference to Exhibit 10.10 to Marblegate Capital Corporation’s Form 8-K (File No. 000-56734), filed with the SEC on January 6, 2026 |
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10.14 †#‡
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Agreement of Guaranty, dated December 31, 2025, by DePalma Acquisition I LLC, DePalma Acquisition II LLC, Marblegate Capital Corporation and Septuagint Solutions LLC in favor of Auxilior Capital Partners, Inc. (incorporated by reference to Exhibit 10.11 to Marblegate Capital Corporation’s Current Report on Form 8-K filed with the SEC on January 6, 2026). |
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31.1* |
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). |
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31.2* |
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). |
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32.1** |
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. |
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32.2** |
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. |
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101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
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104 |
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The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101 |
# Certain exhibits to this Exhibit Index have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
† Certain of the exhibits and schedules to this Exhibit Index have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
‡ Certain confidential information contained in this Exhibit has been omitted because it is both (i) information that the registrant customarily and actually treats as private or confidential and (ii) not material.
+ Indicates a management contract of compensatory plan.
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.
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Marblegate Capital Corporation |
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Date: May 14, 2026 |
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By: |
/s/ Andrew Milgram |
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Name: |
Andrew Milgram |
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Title: |
Chief Executive Officer and Director (principal executive officer) |
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Date: May 14, 2026 |
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By: |
/s/ Michael Hutchby |
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Name: |
Michael Hutchby |
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Title: |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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