M&A - Marblegate Acquisition Corp.

Form Type: 10-K

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071555

Filing Summary: Marblegate Acquisition Corp. underwent a significant business combination with DePalma Companies, referred to as the DePalma Business Combination. The agreement outlines various aspects including the merger of Merger Sub with Marblegate, which will result in Marblegate becoming a wholly owned subsidiary of New MAC. The document discusses various financial metrics, share structures, and regulatory compliance pertinent to the transaction, including anticipated impacts on shareholder equity and the overall company valuation. Additionally, it details the strategic vision behind the merger and forecasts potential market performance following the business combination. The report also highlights ongoing efforts to comply with SEC regulations and internal policies governing such corporate actions. Financial performance metrics from the previous year and implications going forward are analyzed, alongside potential risks and uncertainties surrounding the acquisition.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525071789

Filing Summary: On April 1, 2025, Marblegate Acquisition Corp. received a delisting notice from Nasdaq due to failure to comply with regulations necessitating completion of a business combination within 36 months following its IPO registration. The company had previously received a warning and was granted an extension until March 31, 2025, to finalize the merger with Marblegate Asset Management, LLC and the DePalma Companies. However, as of April 2, 2025, Nasdaq has commenced the delisting process, which includes suspending trading of the company’s securities from April 4, 2025. Despite these setbacks, Marblegate hopes to proceed with the business combination and is exploring subsequent listing opportunities on Nasdaq for the combined entity. The company also communicated concerning potential trading on the OTC Markets.

Document Link: View Document

Form Type: NT 10-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525068943

Filing Summary: Marblegate Acquisition Corp. is notifying the SEC that it is unable to timely file its Form 10-K for the fiscal year ending December 31, 2024. This delay is due to the need for additional time to finalize disclosures related to a previously reported business combination as per a Business Combination Agreement dated February 14, 2023, involving Marblegate Asset Management, LLC, Marblegate Capital Corporation, MAC Merger Sub, Inc., DePalma Acquisition I LLC, and DePalma Acquisition II LLC. The Company expects to submit the Form 10-K within the grace period of 15 days allowed by SEC Rule 12b-25. The document also indicates a significant change in operating results, with a net loss of $2,394,517 for 2024 compared to a net loss of $5,389,629 for 2023, highlighting changes in warrant liabilities, tax provisions, and operating costs.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-22

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525010368

Filing Summary: On January 17, 2025, Marblegate Acquisition Corp. issued a promissory note in the amount of up to $485,000 to Marblegate Special Opportunities Master Fund, L.P. for working capital expenses. The note is non-interest bearing and is due upon either the company’s initial business combination or winding up. Up to $250,000 of the note may be converted into shares of Class A common stock at a price of $10.00 per share. This issuance follows a previously announced business combination between Marblegate and DePalma Acquisition LLC. The company will provide a definitive proxy statement/prospectus to stockholders once the SEC declares the registration statement effective.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525000637

Filing Summary: On December 13, 2024, Marblegate Acquisition Corp. received confirmation from the Nasdaq Hearings Panel that it may continue its listing on Nasdaq until March 31, 2025, due to non-compliance with Listing Rule IM-5101-2. This rule mandates that special purpose acquisition companies complete business combinations within 36 months after their registration statement becomes effective. The decision follows the company's request for a hearing, which was held on November 19, 2024. The company must complete its proposed business combination with DePalma Acquisition I LLC and DePalma Acquisition II LLC by the extended date, ensuring compliance with listing requirements. Should it fail to do so, trading of its securities could be suspended.

Document Link: View Document