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): ~~January~~March 1725, 2025

Marblegate Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-40862

85-4249135

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

411 Theodore Fremd Avenue

Suite 206S

Rye, New York 10580

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (914) 415-4081

Not Applicable

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

Check the appropriate box below if the Form 8-K filing 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
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable warrant	GATEU	The Nasdaq Stock Market LLC
Shares of Class A Common Stock, par value $0.0001 per share	GATE	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50	GATEW	The Nasdaq Stock Market LLC

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. ☐

Item 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~January~~March 1725, 2025, Marblegate Acquisition Corp. (the “Company”) ~~issued~~or “MAC”) held a ~~promissory~~special ~~note~~meeting of stockholders (the “~~Note~~Meeting”) ~~in the principal amount of up~~ to ~~$485,000~~approve toand ~~Marblegate~~adopt ~~Special~~(i) the ~~Opportunities~~Business ~~Master~~Combination ~~Fund~~Agreement, ~~L.P.,~~dated aas ~~member~~ of ~~the~~February 14, ~~Company’s~~2023 ~~sponsor~~ (the “~~Payee~~Business Combination Agreement”)., ~~The~~by ~~Note~~and ~~was~~among ~~issued~~MAC, inMarblegate ~~connection~~Asset ~~with~~Management, ~~advances the Payee has made~~LLC, ~~and~~Marblegate ~~may~~Capital ~~make~~Corporation in(“New ~~the future~~MAC”), toMAC ~~the~~Merger ~~Company~~Sub, ~~for working capital expenses~~Inc. ~~The~~(“Merger ~~Note~~Sub”), ~~bears~~DePalma noAcquisition ~~interest~~I ~~and~~LLC is(“DePalma ~~due~~I”), and ~~payable~~DePalma ~~upon~~Acquisition ~~the~~II ~~earlier~~LLC to(“DePalma ~~occur~~II” ofand ~~(i) the~~together ~~date~~with onDePalma ~~which~~I, the ~~Company~~“DePalma ~~consummates~~Companies”); ~~its initial business combination~~ and (ii) ~~the~~an ~~date~~amendment ~~that~~and ~~the~~restatement ~~winding up~~ of the Company’s iscurrent ~~effective.~~Amended Atand ~~the~~Restated ~~election~~Certificate of ~~the~~Incorporation ~~Payee,~~(as ~~up to $250~~amended,~~000~~ of the ~~unpaid~~“Existing ~~principal~~Charter” ~~amount~~and, oftogether with the ~~Note~~Amended ~~may~~and beRestated ~~converted~~Bylaws ~~into shares~~ of ~~Class A~~MAC, ~~common stock of~~ the ~~Company (the~~ “~~Conversion~~Existing ~~Shares~~Organizational Documents”), ~~equal~~and ~~to: (x)~~ the ~~portion~~material ofdifferences ~~the~~between ~~principal amount of~~ the ~~Note~~proposed ~~being~~Amended ~~converted,~~and ~~divided~~Restated byCertificate ~~(y)~~of ~~$10.00,~~Incorporation ~~rounded~~of upNew toMAC (the ~~nearest~~“Proposed ~~whole~~Charter” ~~number~~and, oftogether ~~shares.~~with ~~The~~the ~~Conversion~~proposed ~~Shares~~Amended ~~will~~and beRestated ~~identical~~Bylaws ~~to the shares~~ of ~~Class A~~New ~~common~~MAC ~~stock included in~~ (the ~~units~~“Proposed ~~issued~~Bylaws”), by the ~~Company~~“Proposed toOrganizational ~~its~~Documents”) ~~sponsor~~ and the ~~representative~~Existing ofCharter, ~~the~~each ~~underwriters~~as inmore afully ~~private~~described ~~placement~~ in ~~connection with~~ the ~~Company’s~~proxy ~~initial~~statement/prospectus ~~public~~of ~~offering.~~New ~~The~~MAC ~~Conversion~~(“Proxy ~~Shares~~Statement/Prospectus”), ~~are~~filed ~~entitled~~with toUnited ~~the~~States ~~registration~~Securities ~~rights~~and ~~set~~Exchange ~~forth~~Commission inon ~~the~~February 14, ~~Note~~2025.

~~The~~Pursuant ~~issuance~~to of the ~~Note~~Business ~~was~~Combination ~~made~~Agreement, ~~pursuant~~and subject to the ~~exemption~~terms ~~from~~and ~~registration~~conditions contained intherein, ~~Section 4~~among other things, on the date of closing of the Business Combination (aas defined below): (2i) immediately prior to the consummation of the ~~Securities~~transactions ~~Act~~contemplated by the Business Combination Agreement, New MAC and the DePalma Companies will effect a series of ~~1933~~reorganization transactions, resulting in the DePalma Companies becoming wholly-owned subsidiaries of New MAC; and (ii) Merger Sub will merge with and into MAC (the “Merger”), with MAC surviving the Merger as ~~amended~~a wholly-owned subsidiary of New MAC, in accordance with the terms and subject to the conditions of the Business Combination Agreement (the transactions contemplated by the Business Combination Agreement, the “~~Securities~~Business ~~Act"~~Combination”). All capitalized terms used herein not otherwise defined shall have the meanings assigned to them in the Proxy Statement/Prospectus.

~~The~~There ~~foregoing~~were ~~description~~4,968,176 isshares ~~qualified~~of inClass A ~~its~~common ~~entirety~~stock, bypar ~~reference~~value to$0.0001 ~~the~~per ~~Note~~share (“Class A Common Stock”), a6,303,333 ~~copy~~shares of ~~which~~Class B iscommon ~~attached~~stock, par value $0.0001 per share (“Class B Common Stock”), and 310,703 units of the Company outstanding as ~~Exhibit~~of February 10, 2025, the record date for the Meeting.1 ~~hereto~~At the Meeting, holders of at least 4,874,260 shares of Class A Common Stock (including shares of Class A Common Stock held through units of the Company) and is4,673,219 ~~incorporated~~shares ~~herein~~of Class B Common Stock were represented in person or by ~~reference~~proxy, representing approximately 82.4% of the total shares of common stock of the Company, which constituted a quorum.

~~Item~~Set ~~2.03.~~forth ~~Creation~~below ofare athe ~~Direct~~proposals ~~Financial~~voted ~~Obligation~~upon orat anthe ~~Obligation~~Meeting ~~Under~~and anthe ~~Off-balance~~final ~~Sheet~~voting ~~Arrangement of a Registrant~~results.

~~The~~Proposal ~~disclosure~~1 ~~contained~~– inThe ~~Item~~Business 1Combination Proposal.01 ofTo ~~this~~consider ~~Current~~and ~~Report~~vote onupon ~~Form~~a ~~8-K~~proposal isto ~~incorporated~~approve byand ~~reference~~adopt inthe ~~this~~Business ~~Item~~Combination 2Agreement (such proposal, the “Business Combination Proposal”).~~03.~~

Item 9.01 Financial Statements and Exhibits.


FOR	AGAINST	ABSTAIN
9,512,836	34,643	0

Proposal 2 – The Organizational Document Proposals. To consider and vote upon an amendment and restatement of the Existing Charter and the following material differences between the Proposed Charter and the Existing Charter (d)such ~~Exhibits~~proposals, collectively, the “Organizational Document Proposals”):

Exhibit		Description
10.1		Promissory Note, dated January 17, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal 2a. To approve the provision in the Proposed Charter changing the authorized capital stock of 221,000,000 shares, consisting of 200,000,000 shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock, and 1,000,000 preferred shares, par value $0.0001 per share, to authorized capital stock of 260,000,000 shares, consisting of 250,000,000 shares of common stock, par value $0.0001 per share (“New MAC Common Stock”), of New MAC, and 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share;


FOR	AGAINST	ABSTAIN
9,512,056	35,423	0

Proposal 2b. To approve the provision in the Proposed Charter pursuant to which: the affirmative vote of the holders of at least 66 2/3% of the total voting power of all then outstanding shares of New MAC Common Stock entitled to vote generally in the election of directors, voting together as a single class is required to amend provisions relating to, among other matters: (i) stockholder meetings, (ii) the board of directors and (iii) amendment of the Proposed Charter;


FOR	AGAINST	ABSTAIN
9,512,056	35,423	0

Proposal 2c. To approve all other changes in connection with the replacement of the Existing Organizational Documents of MAC with the Proposed Organizational Documents of New MAC, including, among other things, changing from a blank check company seeking a business combination within a certain period (as provided in the Existing Organizational Documents), to a corporation having perpetual existence (as provided in the Proposed Charter); and


FOR	AGAINST	ABSTAIN
9,512,056	35,423	0

Proposal 2d. To provide for a single class of board of directors and direct that board vacancies be filled by the majority of directors then in office, unless specified otherwise in the Proposed Bylaws.


FOR	AGAINST	ABSTAIN
9,546,699	780	0

Proposal No. 3: The Adjournment Proposal. The Company had solicited proxies in favor of an adjournment proposal that would have given the Company authority to adjourn the Meeting to solicit additional proxies. As sufficient shares were voted in favor of the Business Combination Proposal and the Organizational Document Proposals, this proposal was not voted upon at the Meeting.

Item 8.01

Other Events.

Redemptions

In connection with the Meeting, holders of shares of Class A Common Stock had the right to elect to redeem all or a portion of their shares of Class A Common Stock for a per share price calculated in accordance with MAC’s Existing Organizational Documents. MAC’s public stockholders holding 322,274 shares of the Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $3.5 million (approximately $10.92 per share) will be removed from the Company’s trust account to pay such holders.

Based on the results of the Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement/Prospectus, the Business Combination is expected to be consummated on March 31, 2025.

Determination of DePalma Equity Value

In connection with the proposed Business Combination, the Company determined the DePalma I Equity Value and the DePalma II Equity Value (each as defined in the Business Combination Agreement) to be $260.4 million and $369.1 million, respectively, as of the closing of the proposed Business Combination, including the designation made by DePalma I of the amount in cash of $29.6 million mutually agreed upon by the DePalma Companies and the Company that is sufficient to fund the working capital needs of the parties, pursuant to the terms of the Business Combination Agreement.

Important Information and Where to Find It

InFor ~~connection~~additional ~~with~~information ~~the~~on ~~previously announced business combination (~~the “proposed Business Combination”), see the ~~Company,~~relevant ~~DePalma~~materials ~~Acquisition~~that IMAC ~~LLC,~~has ~~DePalma Acquisition II LLC (together with DePalma Acquisition I LLC, “DePalma”), and Marblegate Capital Corporation, a Delaware corporation (“MCC”), as applicable, have~~ filed ~~relevant materials~~ with the ~~U.S.~~ Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4, which includes athe ~~preliminary~~Proxy ~~proxy statement~~Statement/~~prospectus~~Prospectus ~~and~~of ~~other~~the ~~documents~~Company, ~~relating~~the toDePalma ~~the~~Companies ~~proposed~~and ~~Business~~New ~~Combination~~MAC. ~~After~~MAC’s ~~the~~stockholders ~~registration~~and ~~statement~~other isinterested ~~declared~~persons ~~effective~~are byadvised ~~the~~to ~~SEC,~~read the ~~Company will mail the~~ definitive proxy statement/~~final~~ prospectus tofiled ~~holders~~with ofthe ~~shares~~SEC ~~of Company common stock of a record date to be established~~ in connection with the ~~Company’s solicitation of proxies for vote by Company stockholders with respect to the~~ proposed Business Combination, ~~and other matters~~ as ~~described~~these inmaterials ~~the~~contain ~~proxy~~important ~~statement/prospectus.~~information ~~Company~~about ~~stockholders~~the ~~and~~DePalma ~~other~~Companies, ~~interested~~MAC, ~~persons~~New ~~are~~MAC ~~urged~~and ~~to read~~ the ~~preliminary~~proposed ~~proxy~~Business ~~statement/prospectus~~Combination. ~~and~~MAC ~~the~~has ~~amendments~~mailed ~~thereto,~~ the definitive proxy statement/~~final~~ prospectus, and ~~documents~~other ~~incorporated~~relevant bymaterials ~~reference~~to ~~therein,~~stockholders asof ~~well~~MAC as ~~other~~of ~~documents~~February 10, ~~filed~~2025, ~~with~~ the ~~SEC~~record indate ~~connection~~for ~~with~~voting ~~the~~on, ~~proposed~~among ~~Business~~other ~~Combination~~things, ~~as these materials will contain important information about~~ the proposed Business Combination. Stockholders ~~will~~are bealso able to obtain copies of the ~~preliminary and~~ definitive proxy statement/prospectus, and other documents ~~containing~~filed ~~important~~with ~~information about~~ the ~~Company~~SEC, ~~DePalma,~~without ~~MCC~~charge ~~and~~at the ~~proposed~~SEC’s ~~Business~~website ~~Combination~~at ~~filed~~www.sec.gov. ~~with~~The ~~the~~information ~~SEC~~contained ~~once~~on, ~~such~~or ~~documents~~that ~~are~~may ~~available~~be onaccessed through, the ~~website~~websites ~~maintained~~referenced in this communication is not incorporated by ~~the~~reference ~~SEC~~into, ~~at www~~and is not a part of, this communication.~~sec.gov.~~

Participants in the Solicitation

The Company, DePalma, and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transactions under the rules of the SEC. Information about the directors and executive officers of the Company and their ownership of shares of the Company’s common stock is set forth in its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on April 1, 2024, and in subsequent documents filed with the SEC, including the joint proxy statement/prospectus filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the proposed transactions, by security holdings or otherwise, are also included in the joint prospectus/proxy statement and other relevant materials to be filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed ~~business~~Business ~~combination~~Combination shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Forward Looking Statements

This communication contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may generally be identified by terminology such as “will,” “shall,” “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words or expressions that predict or indicate future events or trends that are not statements of historical matters. These statements are only predictions. The Company and DePalma have based these forward-looking statements largely on their then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of the Company’s and DePalma’s control. Actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with the Company’s ability to obtain the stockholder approval required to consummate the proposed transactions and the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transactions will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the proposed transactions; and (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed transactions. WeMore ~~refer~~information ~~you~~on topotential ~~the~~factors ~~“Risk~~that ~~Factors”~~could ~~and~~affect ~~“Management~~MAC’s ~~Discussion~~or ~~and~~DePalma’s ~~Analysis~~financial ofresults ~~Financial~~is ~~Condition~~included ~~and~~from ~~Results~~time ofto ~~Operations”~~time ~~sections~~in ofMAC’s public reports filed with the ~~Company~~SEC that are available on the SEC’s website at www.sec.gov, including its Annual Report on Form 10-K ~~for~~, ~~the~~Quarterly ~~year~~Reports ~~ended~~on ~~December 31,~~Form ~~2023,~~10-Q and ~~other~~Current ~~filings~~Reports ~~made~~on ~~with~~Form 8-K, as well as the ~~SEC~~definitive ~~and~~proxy ~~that~~statement/prospectus ~~are~~MAC ~~available~~filed onin ~~the~~connection ~~SEC~~with MAC’s ~~website~~solicitation ~~at www~~of proxies for the meeting of stockholders to be held to approve, among other things, the proposed Business Combination.~~sec.gov.~~ All of the forward-looking statements made in this Current Report on Form 8-K are expressly qualified by the cautionary statements contained or referred to herein. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither the Company nor DePalma can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, the Company and DePalma undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of an unanticipated event.

~~SIGNATURES~~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.

Date: January 22, 2025

Marblegate Acquisition Corp. By: /s/ Jeffrey Kravetz Name: Jeffrey Kravetz Title: Chief Financial Officer

Dated: March 25, 2025

MARBLEGATE ACQUISITION CORP.

/s/ Jeffrey Kravetz

Jeffrey Kravetz

Chief Financial Officer

Filing Compare · Marblegate Acquisition Corp.