UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 2717, 2025

Marblegate Capital Corporation

(Exact name of registrant as specified in its charter)

     Delaware

     000-56734

     92-2142791

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

5 Greenwich Office Park, Suite 400

Greenwich, Connecticut

(Address of principal executive offices)

06831

(Zip Code)

(203) 210-6500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

      
Title of each class

     Trading Symbol(s)*

     Name of each exchange
on which registered

     N/A
N/A
 
     MGTE
MGTEW

     N/A
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

*The registrant’s shares of common stock, par value $0.0001 per share, 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.

Item 54.0201. ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Accountant

~~Resignation~~Dismissal of ~~Chief~~Independent ~~Financial~~Registered ~~Officer~~Public Accounting Firm

On ~~June~~July 2718, 2025, ~~Jeffrey~~the ~~Kravetz~~Audit ~~notified~~Committee of the Board of ~~his~~Directors ~~resignation as Chief Financial Officer~~ of Marblegate Capital Corporation (the “Company”) ~~effective~~approved ~~July~~the 3,dismissal ~~2025,~~of ~~whereupon~~Marcum heLLP ~~will~~(the ~~relinquish~~“Former ~~the~~Auditor”) ~~roles~~as ofthe ~~Principal~~Company’s ~~Financial~~independent ~~Officer~~registered ~~and~~public ~~Principal~~accounting ~~Accounting~~firm, ~~Officer~~effective as of ~~the~~July ~~Company~~17, 2025. ~~His~~On ~~resignation~~November ~~did~~1, ~~not~~2024, ~~arise~~CBIZ orCPAs ~~result~~P.C. ~~from~~(“CBIZ ~~any~~CPAs”) ~~disagreement~~acquired ~~with~~ the ~~Company,~~attest ~~the~~business ~~Company’s~~of ~~Board~~Marcum ofLLP ~~Directors~~(“Marcum”). orSubstantially ~~the~~all ~~Company’s~~of ~~auditors,~~the onpartners ~~any~~and ~~matters~~staff ~~relating~~that toprovided ~~the~~attestation ~~Company’s~~services ~~operations,~~with ~~finances,~~Marcum ~~policies~~joined orCBIZ ~~practices~~CPAs.

~~Appointment~~The audit reports of ~~Chief~~the ~~Financial~~Former ~~Officer~~Auditor on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle, except for a paragraph relating to substantial doubt about the Company's ability to continue as a going concern (prior to consummation of the Company's business combination on April 7, 2025).

On In ~~June~~connection 30with the audits of the Company’s financial statements for each of the two most recently completed fiscal years and in the subsequent interim period through July 17, 2025, ~~the~~there ~~Board~~have ofbeen ~~Directors~~no (~~the~~i) “~~Board~~disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K of the ~~Company~~Securities ~~appointed~~and ~~Michael~~Exchange ~~Hutchby,~~Act ~~age~~of 471934, as ~~Chief~~amended ~~Financial~~(“Regulation ~~Officer~~S-K”), ofand the related instructions thereof) between the Company and the Former Auditor on any matter of accounting principles or practices, ~~effective~~financial ~~July~~statement 3disclosure or auditing scope or procedure, ~~2025~~which disagreement(s), if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of such disagreement(s) in connection with its reports, or (ii) “~~Effective~~reportable ~~Date~~events” (as defined in Item 304(a).(1)(v) ~~Upon~~of ~~assuming~~Regulation ~~this~~S-K ~~role~~and the related instructions thereof), heexcept ~~will~~that, ~~also~~as ~~assume~~previously disclosed in the ~~duties~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company identified a material weakness in the design of its internal controls over the financial statement closing process for the year ended December 31, 2023, related to the Company’s ~~principal~~accounting ~~financial~~for ~~officer~~DePalma Acquisition I LLC and ~~principal~~DePalma ~~accounting~~Acquisition ~~officer~~II LLC due to the lack of appropriate resources to comply with GAAP and SEC reporting requirements. As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company remedied the identified material weakness during the year ended December 31, 2024.

~~Prior~~ In toaccordance ~~his~~with ~~appointment,~~Item ~~Mr.~~304(a)(3) ~~Hutchby~~of ~~served~~Regulation asS-K, the ~~Chief~~Company ~~Financial~~provided ~~Officer,~~the ~~Treasurer~~Former ~~and~~Auditor ~~Secretary~~with ~~from~~a ~~June~~copy ~~2019 to June 2025~~ of ~~Cherry~~this ~~Hill~~Current ~~Mortgage~~Report ~~Investment~~on ~~Corporation,~~Form ~~a publicly~~8-~~traded~~K ~~residential real estate finance company listed on the New York Stock Exchange focused on acquiring, investing in~~ and ~~managing~~requested ~~residential~~that ~~mortgage assets in~~ the ~~United~~Former ~~States.~~Auditor ~~Mr.~~furnish ~~Hutchby also served as~~ the ~~Cherry~~Company ~~Hill~~with ~~Mortgage~~a ~~Investment~~letter ~~Corporation’s~~addressed ~~Controller from October 2013~~ to ~~June 2019. Prior to joining~~ the ~~Cherry~~Securities ~~Hill Mortgage Investment Corporation~~ and ~~for~~Exchange aCommission ~~period~~stating ~~contemporaneously~~whether ~~therewith,~~or ~~Mr.~~not ~~Hutchby~~it ~~also~~agrees ~~served~~with ~~as Vice~~the ~~President,~~statements ~~Capital~~made ~~Markets at Freedom Mortgage specializing in mergers and acquisitions, corporate development and capital raising from 2013 to 2024~~above. ~~From~~A ~~2011~~copy toof ~~2012, Mr. Hutchby worked at Sterne, Agee & Leach, where he was an investment banking senior associate in~~ the ~~Financial~~Former ~~Institutions~~Auditor’s ~~Group~~letter, ~~and~~dated ~~from~~July ~~2009 to 2011~~17, ~~Mr. Hutchby was a Vice President~~2025, ~~M&A~~is ~~and~~attached ~~Strategic~~as ~~Advisory~~Exhibit ~~at Madison Place Partners, Inc~~16.,1 ~~an asset management consultancy specializing in mortgage related risk and servicing products. Prior~~ to ~~that,~~this ~~Mr.~~Current ~~Hutchby~~Report ~~held~~on ~~various~~Form ~~positions at Bank of America, Merrill Lynch, and Sungard Energy Systems~~8-K. ~~Mr. Hutchby has a B.A. in Economics from The Johns Hopkins University and an M.B.A. from the Stern School of Business at New York University.~~

~~Mr.~~Appointment ~~Hutchby will be an employee~~ of ~~Marblegate~~New ~~Asset~~Independent ~~Management,~~Registered ~~LLC~~Public ~~(“MAM”),~~Accounting an affiliate of the Company and our external manager. Pursuant to the Management Services Agreement dated April 7, 2025, by and between the Company and MAM, the Company has agreed to reimburse MAM for the Company’s allocable share of Mr. Hutchby’s salary and other compensation paid by MAM, based on the percentage of Mr. Hutchby’s time spent on our affairs. The amount of any of Mr. Hutchby’s wages, salaries and benefits paid or reimbursed by the Company to MAM is subject to the approval of the compensation committee of the Board. In addition, Mr. Hutchby will be eligible to participate in equity incentive plans of the Company, if adopted in the future.Firm

~~Contemporaneously~~ Effective ~~with~~as ~~the~~of ~~effectiveness~~July of18, ~~Mr.~~2025, ~~Hutchby’s~~the ~~appointment~~Audit asCommittee of the ~~Company’s~~Board ~~Chief~~of ~~Financial~~Directors ~~Officer,~~of the Company ~~expects~~approved tothe ~~enter~~appointment ~~into~~of anDeloitte ~~indemnification~~& ~~agreement~~Touche ~~with~~LLP ~~Mr.~~(“Deloitte”) ~~Hutchby~~to inserve ~~the form filed~~ as ~~Exhibit 10.14 to~~ the Company’s ~~Annual~~independent ~~Report~~registered onpublic ~~Form~~accounting ~~10-K~~firm for the fiscal year ~~ended~~ending December ~~2024~~31, ~~filed~~2025, ~~with~~subject ~~the~~to ~~U.S.~~Deloitte’s ~~Securities~~completion ~~and~~of ~~Exchange~~its ~~Commission~~standard onclient ~~April~~acceptance ~~7, 2025~~procedures.

~~There~~ During ~~are~~the notwo ~~other~~fiscal ~~arrangements~~years orended ~~understandings~~December ~~between~~31, ~~Mr.~~2024 ~~Hutchby~~and 2023, and ~~any~~the ~~other~~subsequent ~~person~~interim ~~pursuant~~period tothrough ~~which~~July ~~Mr.~~17, ~~Hutchby~~2025, ~~was~~neither ~~appointed~~the toCompany ~~serve~~nor asanyone ~~the~~acting ~~Chief~~on ~~Financial~~its ~~Officer~~behalf ofhas consulted with Deloitte with respect to (i) the ~~Company.~~application ~~There~~of ~~are~~accounting noprinciples ~~family~~to ~~relationships~~a ~~between~~specified ~~Mr.~~transaction, ~~Hutchby~~either ~~and~~completed ~~any~~or proposed, or the type of audit opinion that might be rendered on the Company’s ~~directors~~financial orstatements, ~~executive~~and ~~officers.~~neither ~~Mr.~~a ~~Hutchby~~written ~~has~~report nonor ~~direct~~oral oradvice ~~indirect~~was ~~material~~provided ~~interest~~to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any ~~existing~~accounting, auditing or ~~currently~~financial ~~proposed~~reporting ~~transaction~~issue; (ii) any matter that ~~would~~was ~~require~~the ~~disclosure~~subject ~~under~~of a disagreement as defined in Item ~~404~~304(a)(1)(iv) of Regulation S-K and the related instructions thereof; or (iii) a reportable event as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions thereof.

Item 79.01. ~~Regulation~~Financial FDStatements ~~Disclosures.~~and Exhibits

On(d) July 1, 2025, the Company issued a press release announcing the resignation of Mr. Kravetz and the appointment of Mr. Hutchby as the Company’s new Chief Financial Officer, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Exhibits

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.


Exhibit No.		Description of Exhibit
16.1		Letter from Marcum, dated July 17, 2025 to the Securities and Exchange Commission
104		Cover Page Interactive Data File (formatted as inline XBRL).

The information set forth under Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Form of Indemnity Agreement (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the SEC on April 7, 2025).
99.1						Press Release, dated July 1, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 1, 2025	Marblegate Capital Corporation
Dated: July 22, 2025	Marblegate Capital Corporation
	By:	/s/ Andrew Milgram
	Name:	Andrew Milgram
	Title:	Chief Executive Officer

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