What changed in this filing

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Item 1A. Risk Factors

2026-03-05 compared with 2025-03-11 · 123 added, 149 removed, 430 unchanged (39% of the section changed)

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Risks Related to Our Business

We have a limited operating history which makes our future performance difficult to predict.

We have a history of losses, and we may not be able to achieve or sustain profitability in the future.

We have a limited operating history and a history of losses, and we may not be able to achieve or sustain profitability in the future.

We depend on our management team.

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The development and use of emerging technologies like artificial intelligence, or AI, presents risks and challenges that may impact our business and lead to unintended consequences and result in legal and/or regulatory actions, reputational harm or otherwise materially harm our business.

Osher currently and on a fully diluted basis, owns, directly or indirectly, more than 50% of our outstanding voting equity and has the ability to exercise significant influence on us and the Operating Company, including the approval of significant corporate transactions.

Our executive officers and certain members of our Board face or may face conflicts of interest related to their positions and interests in other entities, which could hinder our ability to implement our business strategy and generate returns to investors.

Osher, a member of our Board, currently and on a fully diluted basis, owns, directly or indirectly, more than 50% of our outstanding voting equity and has the ability to exercise significant influence on us and the Operating Company, including the approval of significant corporate transactions.

Hogue, our President, Chief Executive Officer and a member of our Board, Mr.

Chavez, the Executive Chairman of our Board and Mr.

Osher, a member of our Board, face or may face conflicts of interest related to their positions and interests in other entities, which could hinder our ability to implement our business strategy and generate returns to investors.

Our revenues have been and will continue to be significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio.

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Risks Related to Our Indebtedness and Certain Other Obligations

We have debt, and we may incur additional debt;

if we are unable to comply with the restrictions and covenants in the Line of Credit or any future debt agreement, there could be an event of default under the terms of the Line of Credit or a future debt agreement, which could result in an acceleration of repayment.

We utilize significant debt, and we may incur additional debt.

The Line of Credit matures on March 31, 2026.

Our debt agreements contain restrictive covenants, and failure to comply with these covenants could result in events of default and acceleration of our indebtedness.

We may be required to take write-downs or write-offs, restructuring and impairment or other charges.

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Adverse judgments, settlements or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business or distract our officers from attending to our business.

We qualify as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make its common stock less attractive to investors.

Risks Related to Ownership of Our Securities

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Holders of our Preferred Stock have dividend, liquidation and other rights that are senior to the rights of the holders of our Common Stock.

We are a "controlled company" within the meaning of the applicable rules of the NYSE American and, as a result, may qualify for exemptions from certain corporate governance requirements.

We are a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements.

If we rely on these exemptions, our stockholders will not have the same protection afforded to stockholders of companies that are subjected to such requirements.

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

Our stockholders' interest in us could be diluted if we issue additional shares of stock or Common Units, which could reduce the overall value of their investment;

Our stockholders' interest in us could be diluted if we issue additional shares of Common Stock or Common Units, which could reduce the overall value of their investment;

our stockholders' interests also will be diluted by exercises and conversions of Common Units and Preferred Stock.

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We are a holding company with no direct operations and, as such, we will rely on funds received from the Operating Company to pay liabilities, and interests of our stockholders are structurally subordinated to all liabilities and obligations of the Operating Company and its subsidiaries.

Risks Related to Our Business and Industry

We have a limited operating history which makes our future performance difficult to predict.

FWAC was a blank check company organized as a Cayman Islands exempted company on February 19, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more business entities.

Legacy MIC was formed on May 4, 2015, and our current management team has been in place since August 2021.

Accordingly, we have a limited operating history.

Investors should not assume that our future performance will be similar to our past performance.

We have a history of losses and we may not be able to achieve or sustain profitability in the future.

We incurred net losses attributable to our common stockholders of $7.5 mi llion and $32.5 million for the fiscal years ended December 31, 2024 and 2023, respectively, and we may experience additional net losses in the future and not be profitable or realize growth in the value of our portfolio.

Risks Related to Our Business

We have a limited operating history and a history of losses, and we may not be able to achieve or sustain profitability in the future.

Our limited operating history makes it difficult to evaluate our business and predict our future results of operations.

We incurred net losses attributable to our common stockholders of $22.4 million and $7.5 million for the fiscal years ended December 31, 2025 and 2024, respectively, and we may experience additional net losses in the future and not be profitable or realize growth in the value of our portfolio.

Many of our losses can be attributed to start-up costs, depreciation and amortization, as well as acquisition expenses incurred in connection with purchasing properties or making other investments.

For a further discussion of our operational history and the factors affecting our net losses, see the section titled “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

For a further discussion of our operational history and the factors affecting our net losses, see Part II, Item 7 “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

We depend on our management team.

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As a result, we face risks associated with security breaches, whether through cyberattacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails, persons who access our systems from inside or outside our organization and other significant disruptions of our information technology networks and related systems.

Moreover, the increased adoption of AI, including the emergence of AI-enabled phishing, ransomware, and social engineering attacks has further heightened these risks and may increase the likelihood and severity of attempts to compromise our information technology networks and related systems.

A security breach or other significant disruption involving our information technology networks and related systems could:

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The development and use of emerging technologies like artificial intelligence, or AI, presents risks and challenges that could impact our business and lead to unintended consequences and result in legal and/or regulatory actions, reputational harm or otherwise materially harm our business.

We continue to evaluate how emerging technologies like artificial intelligence, or AI, machine learning, generative AI and large language models may impact our business.

These new and emerging technology are in the early stages of commercial use and present a number of inherent risks.

We continue to evaluate how emerging technologies like AI, machine learning, generative AI and large language models may impact our business.

These new and emerging technologies are in the early stages of commercial use and present a number of inherent risks.

If we integrate AI into our business and the recommendations, forecasts, or analyses with which AI assists in producing are deficient or inaccurate, we may experience perceived or actual brand or reputational harm, competitive harm, legal liability, cybersecurity risks, privacy risks, compliance risks, ethical issues, and new or enhanced governmental or regulatory scrutiny, and we may incur additional costs to resolve such issues.

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Any failure by our personnel, contractors, or other agents to adhere to our established policies could violate confidentiality obligations or applicable laws and regulations, jeopardize our intellectual property rights, cause or contribute to unlawful discrimination, or result in the misuse of personally identifiable information or the injection of malware into our systems, any of which could have a material adverse effect on our business, results of operations, and financial condition.

As of December 31, 2025, Mr.

Osher beneficially owns directly or through HS3, Harvest Small Cap and HSCP Master, 24,837,069 shares of our Common Stock, or approximately 61.5% of the outstanding shares of our Common Stock and 2,170,213 warrants to purchase shares of our Common Stock.

Osher, a member of our Board, beneficially owns directly or through HS3, Harvest Small Cap and HSCP Master, 27,043,474 shares of our Common Stock, or approximately 64.1% of the outstanding shares of our Common Stock, including 2,170,213 shares of Common Stock issuable upon the exercise of 2,170,213 warrants.

Pursuant to his current ownership and potential future ownership of our Common Stock, Mr.

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Osher is the managing member of No Street Capital LLC, which serves as the investment manager of the Lenders on the Line of Credit, as defined herein.

Hogue, our President, Chief Executive Officer and a member of our Board, Mr.

Chavez, the Executive Chairman of our Board and Mr.

Hogue, our President, Chief Executive Officer and a member of our Board, Mr.

Chavez, the Executive Chairman of our Board and Mr.

Osher, a member of our Board, together beneficially own a significant percentage of our Common Stock.

Hogue and Mr.

Osher, together beneficially own a significant percentage of our Common Stock.

Chavez and Ms.

Hogue will continue in their ownership and management roles with Bombe and Bombe-Pref.

Chavez will continue in their ownership and management roles with Bombe.

Osher will continue his ownership and management role with HS3, Harvest Small Cap and HSCP Master.

As a result, our executive officers and certain of our directors owe duties to each of these entities, their members, limited partners and investors, which duties may from time-to-time conflict with the duties that they owe to us.

As a result, certain members of our management team and our Board owe duties to each of these entities, their members, limited partners and investors, which duties may from time-to-time conflict with the duties that they owe to us.

Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing opportunities.

The foregoing responsibilities and relationships could create competition for the time and efforts of Mr.

Hogue and Mr.

The foregoing responsibilities and relationships could create competition for the time and efforts of Ms.

Chavez and Mr.

Osher and may give rise to conflicts of interest, or the appearance of such conflicts of interest.

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In addition, if adverse economic conditions reduce discretionary spending, business travel or other economic activity, such as sporting events and entertainment, that fuels demand for parking, our revenues could be reduced.

In addition, our parking facilities tend to be concentrated in urban areas.

The return to normalized movement following the COVID-19 pandemic has impacted the performance of our assets, as many of the Company’s properties are located in urban centers, near government buildings, entertainment centers, or hotels.

In addition, many companies continue to employ a work-from-home or hybrid remote strategy for employees, which we anticipate will be the normalized state going-forward.

See “ Changes to office work policies have had, and may continue to have, a material adverse effect on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations.

In addition, many of our parking facilities are located in concentrated urban centers, near government buildings, courthouses, entertainment centers, and hotels, which depend in large part on consumer traffic, and conditions that lead to a decline in consumer traffic have had a material and adverse impact on those businesses.

Following the COVID-19 pandemic, many companies continue to deploy a work-from-home or hybrid remote strategy for employees, which decreases consumer traffic and demand for parking in our parking facilities located in urban centers.

We anticipate that a hybrid work structure for traditional central business district office workers will be the normalized state going-forward.

Such events have adversely impacted and may continue to adversely impact our tenants’ operations, which could significantly disrupt or cause a closure of their operations and, in turn, significantly impact the rental revenue we generate from our leases with them.

Increased office vacancies in MSAs or movement toward home office alternatives could reduce consumer demand for parking, which could adversely impact our revenues and financial condition.

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For these reasons, among others, we might not realize the anticipated benefits of our acquisitions, and our investment strategy with respect to the acquisition of additional parking facilities may not succeed or may cause us to experience losses.

We may not acquire the properties that we evaluate in our pipeline.

We generally seek to maintain a robust pipeline of investment opportunities.

Transactions may fail to close for a variety of reasons, including the discovery of previously unknown liabilities or other items uncovered during our diligence process.

Similarly, we may not execute binding purchase agreements with respect to properties that are currently subject to non-binding letters of intent, or LOIs, and properties with respect to which we are negotiating may not lead to the execution of any LOI.

For many other reasons, we may not ultimately acquire the properties in our pipeline.

Our parking facilities face intense competition, which may adversely affect rental and fee income.

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Additionally, an economic slowdown in a particular market where our parking facilities are located could have a negative effect on our parking fee revenues.

If competitors build new facilities that compete with our facilities or offer space at rates below the rates we charge, our lessees may lose potential or existing customers and may be pressured to discount their rates to retain business, thereby causing them to reduce rents paid to us.

If competitors build new facilities that compete with our facilities or offer space at rates below the rates we charge, our locations may lose potential or existing customers and may be pressured to discount their rates to retain business, thereby causing them to reduce revenues paid to us.

As a result, our ability to make distributions to investors may be impaired.

In addition, increased competition for customers may require us to make capital improvements to facilities that we would not otherwise make.

The operations of a large number of our properties in our portfolio are currently concentrated with two tenant operators.

The revenue from locations where Metropolis Technologies, Inc.

(“Metropolis”) and LAZ Parking (“LAZ”) act as either a lease tenant or an operator agent represented 55.7% and 15.3% of our revenue, excluding commercial revenue, respectively, for the fiscal year ended December 31, 2024.

The operations of a large number of our properties in our portfolio are currently concentrated with two operators.

The revenue from locations where Metropolis and LAZ act as either a lease tenant or an operator agent represented 63.1% and 16.8% of our revenue, excluding commercial revenue, respectively, for the fiscal year ended December 31, 2025.

This significant concentration of operational risk in two tenant operators makes us more vulnerable economically than if our operations were more evenly diversified among many tenant operators.

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The failure or inability of Metropolis or LAZ to satisfy their obligations to us or effectively and efficiently operate our properties could adversely affect our financial position, results of operations and cash flows.

See the section titled “Business—Concentration.

Our use of third-party operators exposes us to certain risks.

See Part I, Item 1“ Business — Concentration.

Our business model relies on third-party tenant operators, and our financial performance depends on their ability to successfully operate our properties.

We enter into agreements with operators who assist us in offering parking facilities to the public and providing contracted parking to customers.

One of our strategic objectives is to focus heavily on the performance of each parking facility, working with our operators to create a business plan for each parking facility to improve cash flow and revenue.

While our operators continue to execute on the asset-level business plans, it is possible that an economic slowdown will materially impact the performance of our assets.

Our inability or the inability of our operators to execute on these business plans could have a material adverse effect on our business, financial condition and results of operations.

In addition, the loss or renewal on less favorable terms of a substantial number of operating agreements, or a breach, default or other failure to perform by an operator, or material reduction in the income associated with our facilities (or an increase in anticipated expenses to the extent we are responsible for such expenses) could also have a material adverse effect on our business, financial condition and results of operations.

As of December 31, 2025, 28 of our 36 assets are operated pursuant to management contracts.

However, under this model, we rely on third-party operators to execute the day-to-day operating activities of our parking facilities.

We depend on operators to act in a manner consistent with our expectations and in the best interests of our business.

Operators may not have, or may not continue to maintain, the operational expertise, financial resources, management systems, technology platforms, or personnel necessary to operate our properties effectively.

Their performance may also be negatively affected by competitive pressures or broader economic or industry conditions.

If operators fail to operate our properties efficiently or comply with their contractual obligations our revenue, operating results, and cash flows could be adversely affected.

Moreover, the loss or renewal on less favorable terms of a substantial number of operating agreements, or a breach, default or other failure to perform by an operator, or material reduction in the income associated with our facilities (or an increase in anticipated expenses to the extent we are responsible for such expenses) could also have a material adverse effect on our business, financial condition and results of operations.

Declines in the market value of our portfolio may adversely affect periodic reported results of operations and credit availability, which may reduce earnings.

A decline in the market value of our portfolio may adversely affect us, particularly in instances where we have borrowed money based on the market value of assets in our portfolio.

If the market value of those assets declines, the lender may require us to post additional collateral to support the loan.

If the market value of those assets decline, the lender may require us to post additional collateral to support the loan.

If we are unable to post the additional collateral, we may have to sell assets at a time when we might not otherwise choose to do so.

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If we are unable to meet these contractual obligations, our financial condition could deteriorate rapidly.

Market values of the assets in our portfolio may decline for a number of reasons, such as changes in prevailing market rates, increases in tenant defaults, decreases in parking facility occupancy or utilization and decreases in market rents and other factors typically associated with owning real estate.

We require scale to improve cash flow and earnings for stockholders.

To best offset the costs of being a public reporting company, we will need to increase our portfolio’s scale in size and number of assets.

Our ability to scale will be determined by our ability to find high-quality assets to purchase and access capital to acquire those assets, as well as integrate those assets successfully into our portfolio.

Our assets are often acquired via off-market opportunities from private sellers and our ability to continue to scale will be influenced by our access to those sellers and assets.

Changing consumer preferences and legislation affecting our industry or related industries may lead to a decline in parking demand, which could have a material adverse impact on our business, financial condition and results of operations.

Increased demand for ride sharing services, such as Uber and Lyft, and car sharing services, like Zipcar, along with the potential for driverless cars, may lead to a decline in parking demand in cities and urban areas.

While we devote considerable effort and resources to analyzing and responding to consumer preference and changes in the markets in which we operate, consumer preferences cannot be predicted with certainty and can change rapidly.

Changes in consumer behaviors, including the use of mobile phone applications and online parking reservation services that help drivers reserve parking with garages, lots and individual owner spaces, cannot be predicted with certainty and could change current customers’ parking preferences, which may have an impact on the price customers are willing to pay for parking.

Additionally, urban congestion and congestion pricing due to the aforementioned ride sharing services, or state and local laws that have been or may be passed encouraging carpooling and use of mass transit systems, may negatively impact parking demand and pricing that a customer would be willing to pay for parking.

If we are unable to anticipate and respond to trends in the consumer marketplace and the industry, including, but not limited to, market displacement by delivery service companies, car sharing companies and changing technologies, we could experience a material and adverse impact on our business, financial condition and results of operations.

In addition, several state and local laws have been passed in recent years that encourage the use of carpooling and mass transit.

In the future, local, state and federal environmental regulatory authorities may pursue, or continue to pursue, measures related to climate change and greenhouse gas emissions which may have the effect of decreasing the number of cars being driven.

Such laws or regulations could adversely impact the demand for our services and our business.

Changes to office work policies have had, and may continue to have, a material adverse effect on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations.

Many of our parking facilities are located in urban centers, near government buildings, courthouses, entertainment centers, and hotels, which depend in large part on consumer traffic, and conditions that lead to a decline in consumer traffic have had a material and adverse impact on those businesses.

While the employment level in the United States has nearly returned to 2019 levels, many companies continue to deploy a work-from-home or hybrid remote strategy for employees.

We anticipate that a hybrid work structure for traditional central business district office workers will be the normalized state going-forward.

Such events have adversely impacted and may continue to adversely impact our tenants’ operations, which could significantly disrupt or cause a closure of their operations and, in turn, significantly impact or eliminate the rental revenue we generate from our leases with them.

Our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations may continue to be negatively impacted as a result of the return to normalized movement and the deployment of work-from home or hybrid remote strategy for employees following the COVID-19 pandemic and may remain at depressed levels compared to pre-COVID-19 pandemic levels for an extended period, which would have a material adverse effect on the value and trading price of our Common Stock.

Our investments in real estate will be subject to the risks typically associated with real estate.

We invest directly in real estate.

We will not know whether the values of properties that we own directly will remain at the levels existing on the dates of acquisition.

If the values of properties we own decrease, our risk will increase because of the lower value of the real estate.

In this manner, real estate values will impact the value of our real estate investments.

Therefore, our investments will be subject to the risks typically associated with real estate.

The value of real estate may be adversely affected by a number of risks, including:

epidemics, pandemics or other outbreaks of all illness, disease or virus (such as the COVID-19 pandemic);

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an oversupply of (or a reduction in demand for) space in the areas where particular properties are located and the attractiveness of particular properties to prospective tenants;

changes in governance laws and regulations, fiscal policies and zoning ordnances and related costs of compliance therewith and the potential for liability under applicable laws;

costs associated with the need to periodically repair or replace operators at our properties;

changes in government laws and regulations, fiscal policies and zoning ordinances and related costs of compliance therewith and the potential for liability under applicable laws;

costs associated with the need to periodically repair properties or replace operators at our properties;

costs associated with real property taxes and changes in tax rates;

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the potential for uninsured or underinsured property losses.

We require scale to improve cash flow and earnings for stockholders.

To best offset the costs of being a public reporting company, we will need to increase our portfolio’s scale in size and number of assets.

Our assets are often acquired via off-market opportunities from private sellers and our ability to continue to scale will be influenced by our access to those sellers and assets.

Increased demand for ride sharing services, such as Uber and Lyft, and car sharing services, along with the potential for driverless cars, may lead to a decline in parking demand in cities and urban areas.

In addition, several state and local laws have been passed in recent years that encourage the use of carpooling and mass transit.

Such laws or regulations could adversely impact the demand for our services and our business.

Climate change may have a long-term impact on our business.

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We may have future financing needs and may not be able to access financing sources on acceptable terms, or at all, which could adversely affect our ability to execute our business plan.

We have $29.9 million of debt due within twelve months of the date of issuance of this Annual Report which is comprised of $27.2 million related to the Line of Credit (as defined herein) and a $2.7 million note payable.

In September 2024, we entered into a $40.4 million revolving credit facility agreement with Harvest Small Cap and HSCP Masters (collectively, the “Lenders”) maturing in September 2025 (the “Line of Credit”).

Borrowings under the Line of Credit accrue interest at a rate of 15.0% per annum, with interest payable in arrears at maturity or upon repayment of any principal amount borrowed under the Line of Credit.

As of December 31, 2024, $27.2 million was outstanding under the Line of Credit.

There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of the existing debt.

If principal payments due at maturity cannot be refinanced or extended, we may be forced to repay our maturating debt with proceeds from other sources, such as selling properties that we own or placing mortgages on property that we own.

We have $25.9 million of debt related to the revolving credit facility agreement (the “Line of Credit”) with Harvest Small Cap and HSCP Masters (collectively, the “Lenders”) that matures on March 31, 2026.

Additionally, as of the date of this filing, the Line of Credit has $5.6 million of accrued interest that is due upon maturity.

We will need to refinance, repay or extend the Line of Credit before it matures.

While management has approved a plan to sell real estate assets to satisfy the debt maturity, there is a risk that we may not be able to sell assets or refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of the existing debt.

If principal payments due at maturity cannot be satisfied with asset sales, refinanced or extended, we may be forced to repay our maturing debt with proceeds from other sources, such as placing mortgages on property that we own.

In addition to refinancing existing indebtedness, we may require additional debt financing in the future to fund our operations, capital expenditures and growth strategy.

Our ability to obtain additional financing and satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, which is subject to then-prevailing general economic, real estate and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control.

A prolonged worsening of credit market conditions would have a material adverse effect on our ability to obtain financing on favorable terms, if at all.

If we are unable to refinance, extend or repay our existing indebtedness when it matures, or obtain additional financing when needed, our liquidity, our ability to execute our business strategy, and our overall financial condition could be materially adversely affected.

If we fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner or prevent fraud and be subject to fines, penalties or judgments, which can harm our reputation or otherwise cause a decline in investor confidence.

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If our financial statements are not accurate, investors may not have a complete understanding of our operations.

Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the NYSE American, the SEC, or other regulatory authorities.

Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by Nasdaq, the SEC, or other regulatory authorities.

Additionally, failure to timely file required Exchange Act reports will cause us to be ineligible to utilize short-form registration statements on Form S-3, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares of Common Stock to effect an acquisition.

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As disclosed in Item 9A.

of this Annual Report, management, including our Chief Executive Officer and Chief Financial Officer, has concluded such material weaknesses have been remediated as of December 31, 2024.

of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), management, including our then Chief Executive Officer and our Chief Financial Officer, concluded such material weaknesses had been remediated as of December 31, 2024.

Although remediated, we may face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting discussed above and in Item 9A.

of this Annual Report and the preparation of our financial statements.

of the 2024 Annual Report and the preparation of our financial statements for the fiscal year ended December 31, 2024.

We have no knowledge of any such litigation or dispute.

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our current and potential future earnings and cash distribution.

In addition, our ability to sell assets may also be limited due to several factors, including general market conditions and limitations under our existing loan agreements, and as a result, we may receive less than the value at which those assets are carried on our consolidated financial statements or we may be unable to sell certain assets at all.

Additionally, if mortgage debt is unavailable on reasonable terms as a result of increased interest rates or other factors, we may not be able to finance the acquisition of properties.

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federal and state net operating loss carryforwards (“NOLs”) of $97,830,729 (of which $8,585,685 was incurred in tax years beginning before January 1, 2018), which may be available to offset future taxable income for income tax purposes, and portions of which expire in various years.

Under the Tax Cuts and Jobs Act of 2017, as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs is limited to 80% of taxable income.

Under current law, federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs is limited to 80% of taxable income.

Federal NOLs incurred in tax years ending before January 1, 2018 may be carried forward for 20 years.

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For these reasons, we may not be able to utilize a material portion of the NOLs reflected on our balance sheet, even if we attain profitability, which could potentially result in increased future tax liability to us and could adversely affect our operating results and financial condition.

Pursuant to the IRC Sections 382 and 383, annual use of the Company’s NOL carryforwards may be limited in the event that a cumulative change in ownership of more than 50% occurs within a three-year period.

Although the Company has not completed a recent IRC Section 382/383 analysis, due to the existence of the valuation allowance, limitations created by current and future ownership changes, if any, related to the Company’s operations in the United States will not impact its effective tax rate.

Although our use of NOLs may be limited due to a prior ownership change, due to the existence of the valuation allowance, such limitations, if any, related to the Company’s operations in the United States should not impact its effective tax rate.

Any additional ownership changes may further limit the ability to use the NOL carryforwards.

Risks Related to Our Indebtedness and Certain Other Obligations

We have debt, and we may incur additional debt;

We utilize significant debt, and we may incur additional debt.

The Line of Credit matures on March 31, 2026.

As of December 31, 2025, we had approximately $224.2 million aggregate principal amount of indebtedness outstanding, including:

$25.9 million outstanding under the Line of Credit;

$75.1 million outstanding under the CMBS Loan through seven of our subsidiaries (the “CMBS Loan Borrowers”) with Argentic Real Estate Finance 2 LLC (the “CMBS Lender”);

$99.6 million outstanding under the 4.15% Series 2025-1 Class A-2 Notes (the “Notes”) issued in connection with the asset-backed securitization of nineteen properties (the “Asset-Backed Securitization”) held by certain of our subsidiaries (the “Asset Entities”).

We are subject to numerous risks associated with our debt, including the risk that our cash flows could be insufficient to meet the required payments on our debt.

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Excessive debt could limit our ability to obtain financing for working capital, capital expenditures, acquisitions, refinancing, lease obligations, or other purposes, prevent us from achieving investment grade ratings from nationally recognized credit rating agencies, and reduce our ability to make distributions to our investors.

The Line of Credit contains customary representations, warranties, conditions to borrowing, covenants, and events of default, including certain covenants that limit or restrict, subject to certain exceptions, our ability, and the ability of the Operating Company and our other subsidiaries to sell or transfer assets, enter into a merger or consolidate with another company, create liens, make investments or acquisitions or incur certain indebtedness.

If we are unable to comply with the restrictions and covenants in the Line of Credit or any future debt agreement or if we default under the terms of the Line of Credit or any future debt agreement, there could be an event of default.

Our ability to comply with these restrictions and covenants may be affected by events beyond our control.

Our debt agreements contain restrictive covenants, and failure to comply with these covenants could result in events of default and acceleration of our indebtedness.

The Line of Credit, the CMBS Loan and the base indenture, as supplemented by the Series 2025-1 indenture supplement (collectively, the “Indenture”) governing the Notes contain financial and operational covenants that limit or restrict, subject to certain exceptions, our ability, and the ability of the Operating Company and our other subsidiaries to sell or transfer assets, enter into a merger or consolidate with another company, create liens, make investments or acquisitions or incur certain indebtedness.

These covenants may limit our operational and financial flexibility and could restrict our ability to pursue our business strategy.

Our ability to comply with the covenants in our debt agreements depends on a number of factors, including our operating performance, interest rate levels, and real estate and credit market conditions, many of which are beyond our control.

A decline in our operating performance or adverse economic conditions could limit our ability to meet the financial or operational tests in these agreements.

We cannot assure that we will be able to comply with these restrictions and covenants.

In the event of a default under the Line of Credit or any future debt agreement, the Lenders could terminate their commitments to lend or accelerate the loans and declare all amounts borrowed under the Line of Credit due and payable.

If any of these events occur, our assets might not be sufficient to repay in full all of our outstanding indebtedness and we may be unable to find alternative financing.

Even if we could obtain alternative financing, it might not be on terms that are favorable or acceptable to us.

Additionally, we may not be able to amend the Line of Credit or any future debt agreement or obtain needed waivers on satisfactory terms.

If we fail to comply with the covenants or other requirements in our debt agreements, or if an event of default otherwise occurs, our lenders may terminate their commitments, increase applicable interest rates, or declare all outstanding indebtedness immediately due and payable.

In addition, certain of our indebtedness is secured by mortgages on our properties, and an event of default may permit lenders to exercise remedies with respect to the collateral, including foreclosure (see risk factor titled, “ Certain loans are and may be secured by mortgages on our properties and if we default under our loans, we may lose properties through foreclosure ” for further discussion).

In addition, we may not be able to obtain waivers or amendments on acceptable terms, or at all, and we may not have sufficient liquidity to repay accelerated indebtedness.

Any such event could have a material adverse effect on our liquidity, financial condition, and results of operations.

We may be required to take write-downs or write-offs, restructuring and impairment or other charges.

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Certain loans are and may be secured by mortgages on our properties and if we default under our loans, we may lose properties through foreclosure.

We have obtained, and intend to continue to obtain, loans that are secured by mortgages on our properties, and we may obtain additional loans evidenced by promissory notes secured by mortgages on our properties.

For example, in December 2024, we, through seven of our subsidiaries (the “Loan Borrowers”), entered into a $75.5 million CMBS financing with Argentic Real Estate Finance 2 LLC as lender (the “CMBS Loan”).

We have obtained, and intend to continue to obtain, loans that are secured by mortgages or deeds of trust on our properties, and we may obtain additional loans evidenced by promissory notes secured by mortgages on our properties, including the CMBS Loan and the Notes issued in connection with the Asset-Backed Securitization.

In December 2024, we, through seven of our subsidiaries entered into the CMBS Loan.

The CMBS Loan is secured by a first priority (i) mortgage, (ii) assignment of leases and rents and (iii) security interest in all personal property, including accounts, escrows, and reserves, granted by each of the seven Loan Borrowers.

If we default on the CMBS Loan, we could lose the seven properties owned by the Loan Borrowers through foreclosure.

The Operating Company serves as a non-recourse guarantor with respect to the CMBS Loan.

In October 2025, we refinanced $84.2 million of long-term debt through the Asset-Backed Securitization.

In connection with the Asset-Backed Securitization, we issued the Notes, which are secured primarily by mortgages and deeds of trust on real property interests in certain designated parking facilities.

If an event of default occurs under the CMBS Loan or the Indenture governing the Notes, the CMBS Lender or the holders of the Notes, as applicable, may foreclose on or otherwise realize upon the real estate and other collateral securing the indebtedness.

As a result, we could lose the properties securing the CMBS Loan, the Notes, or any other secured indebtedness we may incur.

As a general policy, we will seek to obtain mortgages securing indebtedness which encumber only the particular property to which the indebtedness relates, but recourse on these loans may include all of our assets.

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Further, we may incur costs related to claims for which we have appropriate third-party indemnity, but such third parties fail to fulfill their contractual obligations.

Our proprietary software systems contain open source software, which may pose particular risks to our proprietary software in a manner that could harm our business.

We use open source software in our proprietary software and anticipate using open source software in the future.

Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost, and we may be subject to such terms.

The terms of many open source licenses to which we are subject have not been interpreted by U.S.

or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our offerings.

We could face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license.

These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease providing the implicated offerings unless and until we can re-engineer them to avoid infringement, which may be a costly and time-consuming process.

While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous.

Any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop offerings that are similar to or better than ours.

Additionally, the use of certain open source software can lead to greater risks than use of third party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software.

There is typically no support available for open source software, and we cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance.

Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business.

Any of these risks could be difficult to eliminate or manage and, if not addressed, could have an adverse effect on our business, financial condition and results of operations.

Inigma and pKatalyst, our proprietary software systems, are not currently protected by any patents, registered trademarks or licenses, which may prevent us from using, or enforcing our intellectual property rights to, these systems and could adversely affect our business, results of operations and financial condition.

Inigma is our proprietary software management tool that we developed to monitor parking facilities in real-time.

pKatalyst is our proprietary technology platform that will allow us to provide a virtual fence or perimeter around up to 14,000 parking facilities and to monitor consumer movement into and out of our parking facilities, as well as those of our competitors.

Neither Inigma nor pKatalyst, nor these systems’ underlying technology, is currently registered, as a patent or a trademark, with the U.S.

Patent and Trademark Office and we do not intend to register them in the near future.

To the extent that Inigma or pKatalyst violates the proprietary rights of others, we may therefore be subject to damage awards or judgments prohibiting our use of Inigma or pKatalyst.

In addition, our intellectual property rights in Inigma or pKatalyst may not be enforceable against any prior users of similar intellectual property.

Our inability to use Inigma or pKatalyst or enforce our intellectual property rights to Inigma or pKatalyst could have an adverse effect on our business, financial condition and results of operations.

We qualify as an “ emerging growth company.

” The reduced public company reporting requirements applicable to emerging growth companies may make its common stock less attractive to investors.

We qualify as an “emerging growth company” under SEC rules.

As an emerging growth company, we will be permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies.

These provisions include, but are not limited to:

(a) an exemption from compliance with the auditor attestation requirement in the assessment of internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (b) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (c) reduced disclosure obligations regarding executive compensation arrangements in periodic reports, registration statements, and proxy statements, and (d) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

As a result, the information we provide will be different than the information that is available with respect to other public companies that are not emerging growth companies.

If some investors find Common Stock less attractive as a result, there may be a less active trading market for Common Stock, and the market price of Common Stock may be more volatile.

Risks Related to Ownership of Our Securities

The market price and trading volume of the shares of our Common Stock may fluctuate significantly.

Our Common Stock only recently began trading on the NYSE American, and we can provide no assurance that an active liquid trading market for the shares of our Common Stock will be sustained.

Our Common Stock only recently began trading on Nasdaq, and we can provide no assurance that an active liquid trading market for the shares of our Common Stock will be sustained.

The market price and liquidity of our Common Stock may be adversely affected by the absence of an active trading market.

The market price of our Common Stock may be highly volatile and could be subject to wide fluctuations.

For example, as of August 28, 2023, the first trading date of our Common Stock on the NYSE American, the closing price of our Common Stock was $10.37.

Since then, the closing price of our Common Stock reached a low of $2.48 on August 5, 2024, and on February 28, 2025, the closing price of our Common Stock was $3.66.

For example, as of August 28, 2023, the date our Common Stock became publicly traded, the closing price of our Common Stock was $10.37.

Since then, the closing price of our Common Stock reached a low of $2.54 on December 4, 2025, and on February 27, 2026, the closing price of our Common Stock was $3.04.

Capital markets have been volatile in the recent past.

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As of December 31, 2025 there were no shares of Series 2 Preferred Stock issued and outstanding.

We are a “ controlled company ” within the meaning of the applicable rules of the NYSE American and, as a result, may qualify for exemptions from certain corporate governance requirements.

We are a “ controlled company ” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements.

If we rely on these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Under the applicable rules of the NYSE American, a company is a “controlled company” if more than 50% of the voting power for the election of directors is held by an individual, group or another company, and such company may elect not to comply with certain corporate governance requirements, including the requirements that the company have:

Under the applicable rules of Nasdaq, a company is a “controlled company” if more than 50% of the voting power for the election of directors is held by an individual, group or another company, and such company may elect not to comply with certain corporate governance requirements, including the requirements that the company have:

(i) a majority of its board of directors comprised of independent directors;

(ii) a nominating committee comprised solely of independent directors;

(iii) a compensation committee comprised solely of independent directors;

and (iv) director nominees selected, or recommended for selection to our Board, by the nominating committee.

As of December 31, 2024, Jeffrey B.

Osher, a member of the Board, controls more than 50% of the voting power of our outstanding Common Stock, and as a result, we are a “controlled company” within the meaning of applicable rules of the NYSE American.

Though we currently do not intend to take advantage of any “controlled company” exemptions, if we were to elect to be exempt from some or all of the aforementioned corporate governance requirements, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE American corporate governance requirements.

(ii) a compensation committee comprised solely of independent directors;

and (iii) director nominees selected, or recommended for selection to our Board, by the nominating committee.

As of December 31, 2025, Mr.

If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our Common Stock could decline.

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The ability to provide this public guidance, and the ability to accurately forecast our results of operations, could be impacted by future public health crises.

Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty, such as the current global economic uncertainty being experienced as a result of the war in Ukraine and the Israel-Hamas war.

If, in the future, our operating or financial results for a particular period do not meet any guidance provided or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of our Common Stock could decline as well.

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Because the Board has the power to establish the preferences and rights of each class or series of preferred stock, it may afford the holders of any series or class of preferred stock preferences, powers, and rights senior to the rights of holders of Common Stock or Preferred Stock.

Any sales of our Common Stock (including shares of Common Stock issuable upon the exercise or conversion, as applicable, of the Warrants, Common Units or Preferred Stock or the redemption of Preferred Stock) pursuant to Rule 144 under the Securities Act or our effective registration statements on Form S-11, filed with the SEC on September 25, 2023, as post-effectively amended by Post Effective Amendment No.1 to Form S-11, filed with the SEC on April 12, 2024, could adversely affect the prevailing market price of our Common Stock.

Any sales of our Common Stock (including shares of Common Stock issuable upon the exercise or conversion, as applicable, of the Warrants, Common Units or Preferred Stock or the redemption of Preferred Stock) pursuant to Rule 144 under the Securities Act or our effective registration statements on Form S-3, filed with the SEC on April 4, 2025, could adversely affect the prevailing market price of our Common Stock.

The issuance of Common Stock upon any exercise or conversion, as applicable, of the Warrants, Common Units or Preferred Stock or redemption of Preferred Stock also may have the effect of reducing our net income per share (or increasing our net loss per share).

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Any such issuances, or the perception of such issuances, could materially and adversely affect the market price of the Common Stock.

Depending on the terms and pricing of any additional offerings and the value of our investments, stockholders also may experience dilution in the book value and fair mark value of, and the amount of distributions paid on, their shares of Common Stock.

Depending on the terms and pricing of any additional offerings and the value of our investments, stockholders also may experience dilution in the book value and fair market value of, and the amount of distributions paid on, their shares of Common Stock.

We may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our Common Stock.

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We may also issue additional shares of Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

We may be unable to maintain the continued listing requirements of the NYSE American.

If we fail to meet the continued listing requirements and the NYSE American delists our securities and we are not able to list our securities on another national securities exchange, our securities could be quoted on an over-the-counter market.

We may be unable to maintain the continued listing requirements of Nasdaq.

If we fail to meet Nasdaq’s continued listing requirements and Nasdaq delists our securities and we are not able to list our securities on another national securities exchange, our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including:

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For example, the timing and terms of dispositions of properties held by the Operating Company may result in tax consequences to certain members and not to our stockholders.

We qualify as an “ emerging growth company.

” The reduced public company reporting requirements applicable to emerging growth companies may make its common stock less attractive to investors.

We qualify as an “emerging growth company” under SEC rules.

These provisions include, but are not limited to:

(a) an exemption from compliance with the auditor attestation requirement in the assessment of internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (b) not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (c) reduced disclosure obligations regarding executive compensation arrangements in periodic reports, registration statements, and proxy statements, and (d) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

As a result, the information we provide will be different than the information that is available with respect to other public companies that are not emerging growth companies.

If some investors find Common Stock less attractive as a result, there may be a less active trading market for Common Stock, and the market price of Common Stock may be more volatile.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors