Disclaimer: This is a simplified summary of a public company filing. See full disclaimer here.

Marblegate Acquisition Corp.

CIK: 18385132 Annual ReportsLatest: 2025-04-03

10-K / April 3, 2025

Revenue:N/A
Income:-$2,394,517

10-K / April 1, 2024

Revenue:N/A
Income:-$5,389,629

10-K / April 3, 2025

Company Summary: Marblegate Acquisition Corp.

Overview

  • Type: Blank check company (Special Purpose Acquisition Company - SPAC)
  • Incorporation: Delaware
  • Founded: December 10, 2020
  • Purpose: To effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses.
  • Target Focus: While open to any stage or industry, specifically concentrates on high-quality businesses that have recently undergone restructuring.

Financials & Operations

  • No revenue or operating income to date; the company's activities have been organizational, including preparing for initial public offering (IPO) and identifying potential targets.
  • Interest income in 2024 was approximately $253,924, derived from investments held in the trust account.
  • Net Loss for FY 2024: $2,394,517
  • Net Loss for FY 2023: $5,389,629
  • Number of Employees: 3 officers, no full-time employees prior to completing an initial business combination.
  • Securities Trading:
    • Units (GATEU), Class A shares (GATE), and warrants (GATEW) are traded on Nasdaq.
    • As of April 2, 2025, 5,278,879 Class A shares and 6,303,333 Class B shares are outstanding.
  • Market Capitalization: Approximately $6,886,198 (as of June 28, 2024).

Business Strategy

  • Focuses on identifying, acquiring, and building companies, particularly those that have recently restructured.
  • Emphasizes targeting companies in fragmented or fractured industries such as education, business services, consumer products, and healthcare.
  • Seeks businesses that are valued at a discount to publicly traded peers, have stronger post-restructuring balance sheets, and potential for growth and industry leadership.

Recent Activities & Key Events

  • Initial Public Offering: 30 million units sold at $10.00 each for gross proceeds of $300 million in October 2021.
  • Private Placement: 910,000 units sold to sponsor and Cantor for $9.1 million.
  • Extensions of Business Combination Period: Extended multiple times, currently until April 5, 2025.
  • Redemptions & Extensions: Multiple stockholders exercised redemption rights (redemptions totaling approximately $293.5 million in Dec 2022, $2.5 million in June 2023, $1.4 million in Dec 2023, and $2.9 million in Sept 2024), reducing trust fund.
  • Founder Shares: 4 million Class A shares issued in June 2023 upon conversion from Class B shares held by sponsor.
  • Target Business: The company is pursuing a business combination with DePalma Acquisition I LLC and DePalma Acquisition II LLC, with a proposed valuation of approximately $750 million plus minimum cash amount, aiming for closing in early April 2025.
  • Recent Developments: Issued a promissory note of up to $485,000 in January 2025, and expects to finalize the DePalma Business Combination in early April 2025.

Key Management & Board

  • Chief Executive Officer: Andrew Milgram
  • President: Paul Arrouet
  • Chairman of the Board: Harvey Golub
  • Financial Officer: Jeffrey Kravetz
  • Other Directors: Patrick J. Bartels, Richard Goldman, Alan Mintz, Wallace Mathai-Davis

Summary

  • No current revenue or income.
  • No employees beyond three officers.
  • Focused on identifying and executing a business combination with companies that have recently restructured, especially in highly fragmented industries.
  • Actively engaged in mergers and acquisitions, with a particular emphasis on companies that are undervalued, post-restructuring, and poised for growth.
  • The company has a market cap of approximately $6.9 million, with cash in trust around $4 million as of December 2024, and is actively pursuing a specific target (DePalma) with an expected transaction closing in early April 2025.