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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): June 11, 2026

~~Date~~MARBLEGATE ofCAPITAL ~~Report (Date of earliest event reported): December 30, 2025~~CORPORATION

Marblegate Capital Corporation

(Exact name of registrant as specified in its charter)

Delaware

000-56734

92-2142791

~~000-56734~~

~~92-2142791~~

(State or other jurisdictionof incorporation)

Commission File Number

(I.R.S. EmployerIdentification No.)

~~(CommissionFile Number)~~

~~(IRS EmployerIdentification No.)~~

5 Greenwich Office Park, Suite 400

     5 Greenwich Office Park, Suite 400 
Greenwich, Connecticut 

     06831

     (Address of principal executive offices)

     (Zip Code)

~~Greenwich~~Registrant’s telephone number, ~~Connecticut~~including area code: (203) 210-6500

(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):


	☐	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 ~~exchangeon~~exchange on which registered N/~~AN/~~A ~~MGTEMGTEW~~MGTE N/ANA N/A MGTEW 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 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~$120~~As further described under Item 5.07 below,~~000~~ Marblegate Capital Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11,~~000~~ ~~Revolving~~2026 ~~Loan~~at ~~Facility~~10:00 am E.T. At the Annual Meeting, the Company’s stockholders approved the Marblegate Capital Corporation 2026 Equity Incentive Plan (the “2026 Plan”). The Company’s Board of Directors (the “Board”) previously approved the 2026 Plan, subject to receipt of stockholder approval at the Annual Meeting.

On2026 December 30, 2025, subsidiaries of Marblegate Capital Corporation (“MCC”) entered into a Receivables Loan and Security Agreement (the “Loan Agreement”) by and among DePalma Financing SPV I LLC (the “Borrower”), DePalma Acquisition I LLC (“DPA 1”), individually as servicer and as seller, the lenders from time to time party thereto (the “Lenders”), and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch, as agent (the “Agent”). Under the Loan Agreement, the Lenders agreed to provide a secured revolving loan facility (the “Facility”) to the Borrower in an aggregate principal amount of up to $120,000,000, available during a revolving period and maturing December 30, 2030, subject to earlier termination in accordance with the Loan Agreement. Advances under the Facility are secured by a first-priority perfected lien on substantially all of the Borrower’s assets, including eligible medallion loan receivables restructured under New York City’s Medallion Relief Program Plus (“MRP+”), taxi medallion collateral, related program rights, collection and lockbox accounts and proceeds, and related agreements and records. Plan

~~Interest~~The ~~accrues~~2026 onPlan authorizes the ~~unpaid~~grant ~~principal~~of ~~amount~~stock ofoptions, ~~advances~~stock ~~during~~appreciation ~~each~~rights, ~~interest~~restricted ~~accrual~~stock ~~period~~awards, atrestricted astock ~~Facility~~units, ~~Rate~~performance ~~(as~~awards, ~~defined~~dividend inequivalents ~~the~~and ~~Loan~~other ~~Agreement)~~stock- ~~that~~or cash-based awards. Employees, ~~depending~~consultants onand ~~funding~~non-employee ~~sources,~~directors ~~references~~of ~~either~~the Company and its subsidiaries are eligible to receive awards under the ~~applicable~~2026 ~~commercial~~Plan. ~~paper~~Awards ~~rate~~granted orto non-employee directors are subject to an ~~alternative~~annual ~~funding/base~~limit ~~rate~~of $750,000 ~~together~~in ~~with~~aggregate ~~specified~~grant-date ~~margins~~value ~~and~~(increased ~~fees~~to $1,000,000 ~~subject~~in tothe fiscal year of a ~~maximum~~director’s ~~lawful~~initial ~~rate~~service). ~~The~~Subject ~~Facility~~to ~~requires~~adjustment for certain corporate transactions, the ~~payment~~aggregate number of ~~certain~~shares ~~fees~~of common stock, ~~including~~par avalue ~~non-use~~$0.0001 ~~fee~~per ~~accruing~~share ~~daily~~(the on“Common ~~unused~~Stock”), ~~committed~~available ~~capacity~~for issuance under the 2026 Plan is the sum of (i) 3,700,000 ashares, ~~lenders’~~and ~~margin~~(ii) ~~fee~~an ~~accruing~~automatic ~~daily~~annual increase on the first day of each year beginning in 2027 and ending in (and including) 2030 equal to the lesser of (A) three percent (3%) of the shares outstanding ~~balances~~on a fully diluted basis on the last day of the immediately preceding fiscal year, and ~~additional~~(B) ~~fees~~ such assmaller ~~structuring,~~number ~~termination~~of ~~and~~shares ~~make-whole~~of ~~fees,~~Common ~~all~~Stock as ~~set~~determined ~~forth~~by inthe aBoard ~~separate~~or ~~facility~~the ~~fee~~compensation ~~letter~~committee (the “Evergreen Provision”). Notwithstanding the foregoing, the aggregate maximum number of shares that may be issued pursuant to the exercise of incentive stock options is 3,700,000 shares.

The ~~Loan~~2026 ~~Agreement~~Plan ~~contains~~will ~~customary~~be ~~conditions~~administered ~~precedent~~by tothe ~~closing~~Board ~~and~~or ~~funding~~the ~~and~~compensation ~~includes~~committee ~~affirmative~~of ~~and~~the ~~negative~~Board, ~~covenants~~which ~~applicable~~will have authority to determine the ~~Borrower~~participants, ~~DPA~~types 1of ~~and~~awards ~~MCC~~granted, asvesting ~~well~~schedules, asperformance ~~customary~~criteria ~~reporting~~and ~~obligations,~~other ~~early~~terms ~~amortization events~~ and ~~events~~conditions of ~~default~~awards. ~~Among~~Awards ~~other~~may ~~covenants:~~be settled in shares of Common Stock, cash or a combination thereof.

~~MCC~~The ~~must~~2026 ~~maintain~~Plan ~~Consolidated~~contains ~~Net~~customary ~~Worth~~anti-dilution adjustment provisions applicable in the event of stock splits, recapitalizations, reorganizations and similar transactions. The Board may amend or terminate the 2026 Plan at ~~least~~any ~~$100~~time,~~000~~ provided that stockholder approval is required to increase the aggregate share reserve (except pursuant to the Evergreen Provision) and for any repricing of options or stock appreciation rights,~~000~~ atand ~~all~~as ~~times~~otherwise required by applicable law or stock exchange rules. No amendment, suspension or termination may materially and adversely affect a previously granted award without the holder’s consent, ~~commencing~~subject ~~with~~to the ~~fiscal~~terms ~~year~~of ~~ending~~the ~~December~~2026 ~~31,~~Plan. No awards may be granted under the 2026, ~~Adjusted~~Plan ~~Consolidated~~after ~~Net~~the ~~Income~~10th anniversary of atthe ~~least~~2026 $1Plan’s ~~per~~effective ~~fiscal~~date ~~year;~~(and no incentive stock options may be granted after the 10th anniversary of the Board’s adoption of the 2026 Plan).

ByThis ~~January~~summary ~~31,~~of ~~2026,~~ the ~~Borrower~~2026 ~~must~~Plan ~~maintain~~is ~~interest~~not ~~rate~~complete ~~hedging~~and ~~so that the hedge percentage~~ is atqualified ~~all~~in ~~times~~its ~~not~~entirety ~~less~~by ~~than~~reference ~~80%~~to ~~and~~the ~~not~~full ~~greater~~text ~~than 110%~~ of the ~~estimated~~2026 ~~Facility balance~~Plan, ~~through~~which ~~interest~~is ~~rate~~filed ~~caps,~~as ~~swaps~~Exhibit or10.1 ~~other~~to ~~instruments~~this ~~acceptable~~report toand ~~the~~is ~~Agent;~~incorporated herein by reference.

~~The~~Item ~~parties~~5.07. ~~must~~Submission ~~comply~~of ~~with~~Matters ~~the~~to ~~MRP+~~a ~~program~~Vote ~~documents and maintain perfection~~ of ~~liens~~Security ~~in receivables and medallions;~~ Holders.

AsOn aJune ~~condition~~11, ~~precedent~~2026, tothe ~~receiving~~Company anheld ~~initial~~the ~~advance~~Annual ~~under~~Meeting. In connection with the ~~Facility~~Annual Meeting, ~~MCC~~proxies ~~purchased~~were ~~100%~~solicited ofpursuant to the ~~outstanding~~Securities ~~equity~~Exchange ~~interests~~Act inof ~~TML~~1934, IVas ~~LLC~~amended. ~~from~~At ~~TML~~the ~~Holding~~close ~~LLC~~of business on April 15, 2026, the ~~proceeds~~record ofdate ~~which~~for ~~were~~the ~~paid~~Annual ~~directly~~Meeting to(the DZ“Record ~~Bank~~Date”), inthere ~~full~~were ~~satisfaction~~73,914,402 shares of ~~certain~~Common ~~obligations~~Stock ~~owed~~issued byand ~~TML~~outstanding, IVwhich ~~LLC~~constituted all of the issued and ~~TML~~outstanding ~~Holding~~capital ~~LLC~~stock toof DZthe ~~Bank;~~Company ~~and~~as of the Record Date.

~~The~~At ~~Borrower~~the ~~must~~Annual ~~use~~Meeting, ~~proceeds~~69,848,939 ~~for~~of ~~fees~~the ~~and~~Company’s ~~expenses~~73,914,402 ~~related~~outstanding shares of Common Stock entitled to vote as of the ~~Loan~~Record ~~Agreement~~Date, or approximately 94.5%, were represented by proxy or in person (virtually), and, therefore, a quorum was present. The following are the voting results for ~~working~~the ~~capital~~items of business considered and ~~general~~voted ~~corporate~~upon ~~purposes~~at the Annual Meeting, ~~and~~all ~~must~~of ~~comply~~which ~~with~~were ~~applicable~~described ~~anti-corruption~~in the Company’s Notice of 2026 Annual Meeting of Stockholders and 2026 Proxy Statement, ~~anti-money~~filed ~~laundering~~with the Securities and ~~sanctions~~Exchange ~~laws.~~Commission on April 29, 2026, as supplemented.

The ~~Loan~~following ~~Agreement~~matters ~~includes~~were ~~customary~~submitted ~~reporting obligations and events of default, including, but not limited~~ to, ~~insolvency events with respect to MCC or~~ the ~~Borrower,~~Company’s breaches of financial covenants, payment defaults, cross-defaults, failure to maintain perfected first-priority liens on Pledged Collateral, specified performance and reporting failures, certain default rate triggers and delinquency ratio triggers tied to Reserve Fund coverage, “Material Adverse Change,” change of control, and impairment of the MRP+ program. Upon an event of default, the Agent may accelerate the Facility, exercise remedies under the Uniform Commercial Code, and enforce rights in the Pledged Collateral. The Loan Agreement further provides “Early Amortization Events” under which the revolving period terminates automatically, including certain delinquency/default ratio triggers and failure to maintain required hedging. stockholders:

InProposal ~~connection~~1: ~~with~~Election ~~the Facility, MCC executed a Performance Guaranty dated as~~ of December 30, 2025 (the “Performance Guaranty”), in favor of the Borrower, the Agent and the Lenders, pursuant to which MCC unconditionally guaranteed certain obligations of DPA 1 under the Loan Agreement and related transaction documents. Directors

~~Also~~The onstockholders ~~December~~elected ~~30,~~each ~~2025,~~of ~~DPA~~the 1Company’s ~~entered~~five ~~into~~director ~~related transaction documents~~nominees, ~~including~~each ~~(i)~~to aserve ~~Purchase~~until ~~and Contribution Agreement (~~the ~~“Purchase~~2027 ~~and~~annual ~~Contribution~~meeting ~~Agreement”)~~of ~~pursuant~~stockholders ~~to which DPA 1 sold~~ and ~~contributed~~thereafter ~~medallion~~until ~~loans~~their ~~and~~successors ~~related~~are ~~property~~elected ~~to the Borrower~~ and ~~(ii)~~qualified ~~a Pledge and Security Agreement~~ (the “~~Equity~~Board ~~Pledge and Security Agreement~~Proposal”). ~~pursuant~~The toresults ~~which~~of ~~DPA 1 pledged its equity interests in~~ the ~~Borrower~~votes towere ~~the~~as ~~Agent to secure the Facility.~~ follows:

TML IV Membership Interest Purchase


Proposal	Votes For All		Withheld All		Broker Non-Votes
Harvey Golub		68,388,143		225,000		1,235,796
Sarah E. Feinberg		68,163,143		450,000		1,235,796
Frederick C. Herbst		68,613,143		0		1,235,796
Meera Joshi		68,613,143		0		1,235,796
Andrew Milgram		68,601,894		11,249		1,235,796

OnProposal ~~December~~2: ~~30,~~Approval ~~2025, MCC also entered into a Membership Interest Purchase Agreement (the “MIPA”) with TML Holding, Inc. (the “Seller”)~~ and DZAdoption ~~Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch, pursuant to which MCC purchased 100%~~ of the ~~membership~~2026 interests in TML IV LLC (“TML IV”) for a purchase price of approximately $15.8 million. The MIPA includes customary representations, warranties and indemnities concerning TML IV’s business, which is exclusively engaged in owning, holding, administering and financing taxi medallion loans, and addresses the payoff of TML IV’s obligations to DZ Bank from the sale proceeds at closing. Plan

~~Mini-Fleet~~The ~~Vehicle~~stockholders ~~Loan~~approved and adopted the 2026 Plan (the “Equity Plan Proposal”). The results of the votes were as follows:

On December 31, 2025, certain wholly owned subsidiaries (the “Mini-Fleets”) of DePalma Acquisition II LLC (“DPA 2”) entered into a Loan and Security Agreement (the “Vehicle Loan Agreement”) with Auxilior Capital Partners, Inc. (“Auxilior”), which provides for loans in the aggregate amount of approximately $17.2 million to finance certain fleets of taxicab vehicles. As security for the obligations under the Vehicle Loan Agreement and associated promissory notes, the Mini-Fleets granted Auxilior a security interest in certain vehicles held by the Mini-Fleets (excluding any related taxi medallions). MCC, along with DPA 1, DPA 2 and Septuagint Solutions LLC, executed a Guaranty (the “Guaranty”) in favor of Auxilior guaranteeing the obligations under the Vehicle Loan Agreement and associated promissory notes.

     Proposal

     Votes For

     Votes
Against

     Abstentions

     Broker
Non-Votes

     Approval and adoption of the 2026 Plan

     292,663

     845

     1,235,796

~~The~~Proposal ~~promissory~~3: ~~notes~~Ratification ~~under the Vehicle Loan Agreement bear interest at a fixed rate~~ of ~~8.5%~~Independent ~~per~~Registered ~~annum.~~Public ~~The~~Accounting ~~agreement provides for a late charge of 5% for payments more than five days past due and a default interest rate of an additional 3% per annum.~~Firm

The ~~Vehicle~~stockholders ~~Loan~~ratified ~~Agreement~~the ~~contains~~appointment ~~affirmative and negative covenants customary for transactions~~ of ~~this~~Deloitte ~~type.~~& ~~The~~Touche ~~Guaranty~~LLP ~~requires~~by ~~MCC,~~the asaudit ~~guarantor,~~committee ~~to maintain (i) total equity~~ of atthe ~~least~~Board ~~$100,000,000,~~as ~~(ii)~~the aCompany’s ~~Total~~independent ~~Debt~~registered topublic ~~Equity~~accounting ~~ratio~~firm ~~not~~for tothe ~~exceed~~year ~~1.75x,~~ending ~~and~~December ~~(iii) a Debt Service Coverage Ratio of at least 1.0x~~31, ~~with~~2026 ~~testing for~~ (the ~~DSCR~~“Auditor ~~to begin on June 30, 2027~~Proposal”). The ~~Mini-Fleets~~results ~~are also subject to covenants regarding the use, maintenance, and insurance~~ of the ~~vehicle~~votes ~~collateral,~~were ~~financial~~as ~~reporting, and compliance with applicable laws.~~follows:

The Vehicle Loan Agreement includes customary events of default, including, among others, non-payment of principal or interest, breaches of covenants, material inaccuracy of representations, bankruptcy or insolvency events, and cross-defaults to other material indebtedness. Upon the occurrence of an event of default, Auxilior may, among other remedies, accelerate all outstanding obligations and exercise its rights as a secured party with respect to the vehicle collateral.

     Proposal

     Votes For

     Votes
Against

     Abstentions

     Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026

     23,575

     250

~~The~~Proposal ~~foregoing~~4: ~~descriptions~~Approval of ~~the~~Adjournment ~~Loan~~or Agreement, Performance Guaranty, Purchase and Contribution Agreement, Equity Pledge and Security Agreement, MIPA, Vehicle Loan Agreement, Guaranty and related promissory notes do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits to this Current Report on Form 8-K. Postponement

~~Item~~The ~~2.03.~~stockholders ~~Creation~~approved the adjournment or postponement of athe ~~Direct~~annual ~~Financial~~meeting, ~~Obligation~~if ornecessary, anto ~~Obligation~~solicit ~~under~~additional anproxies, ~~Off-Balance~~if ~~Sheet~~there ~~Arrangement~~were not sufficient votes in favor of athe ~~Registrant~~Board Proposal, the Equity Plan Proposal, or the Auditor Proposal. The results of the votes were as follows:

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to (i) the Facility under the Loan Agreement and MCC’s Performance Guaranty thereunder and (ii) the Vehicle Loan Agreement and associated Guaranty in favor of Auxilior is incorporated by reference herein.

     Proposal

     Votes For

     Votes
Against

     Abstentions

     Approval of an adjournment or postponement of the meeting, if necessary, to solicit additional proxies, if there are not sufficient votes in favor of the Board Proposal, Equity Plan Proposal or Auditor Proposal

     261,416

     1,007

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

On January 5, 2026, MCC issued a press release announcing the Facility and the Mini-Fleet Vehicle Loan. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished on this report, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	~~Description~~	Description
10.1	Receivables Loan and Security Agreement, dated as of December 30, 2025, by and among DePalma Financing SPV I LLC, as Borrower, DePalma Acquisition I LLC, individually as Servicer and as Seller, Marblegate Capital Corporation, the Lenders party thereto from time to time, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch, as Agent
10.1+		Marblegate Capital Corporation 2026 Equity Incentive Plan.
10.2	Performance Guaranty, dated as of December 30, 2025, by Marblegate Capital Corporation in favor of the Beneficiaries named therein
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
10.3	Secured Revolving Promissory Note, dated as of December 30, 2025, issued by DePalma Financing SPV I LLC
10.4	Purchase and Contribution Agreement, dated as of December 30, 2025, between DePalma Acquisition I LLC, as Seller, and DePalma Financing SPV I LLC, as Purchaser
10.5	Equity Pledge and Security Agreement, dated as of December 30, 2025, by DePalma Acquisition I LLC in favor of DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch, as Agent
10.6	Membership Interest Purchase Agreement, dated as of December 30, 2025, among TML Holding, Inc., Marblegate Capital Corporation and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch
10.7	Loan and Security Agreement No. 1019386, dated as of December 31, 2025, by and between Auxilior Capital Partners, Inc. and the Mini-Fleets listed on Schedule B thereto
10.8	Promissory Note No. 001, dated as of December 31, 2025, in the principal amount of $7,500,000, issued to Auxilior Capital Partners, Inc.
10.9	Promissory Note No. 002, dated as of December 31, 2025, in the principal amount of $4,860,000, issued to Auxilior Capital Partners, Inc.
10.10	Promissory Note No. 003, dated as of December 31, 2025, in the principal amount of $4,860,000, issued to Auxilior Capital Partners, Inc.
10.11	Agreement of Guaranty, dated as of December 31, 2025, by DePalma Acquisition I LLC, DePalma Acquisition II LLC, Marblegate Capital Corporation and Septuagint Solutions LLC in favor of Auxilior Capital Partners, Inc.
99.1	Press Release, dated January 5, 2026
104	Cover Page Interactive Data File (formatted as Inline XBRL)

~~SIGNATURE~~+Indicates a management contract or a compensatory plan, contract or arrangement.

~~Pursuant~~SIGNATURES ~~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: January 6, 2026	Marblegate Capital Corporation
	By:	/s/ Andrew Milgram
S	Name:	Andrew Milgram
	Title:	Chief Executive Officer

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 thereunto duly authorized.


Date: June 12, 2026	MARBLEGATE CAPITAL CORPORATION

	By:	/s/ Michael Hutchby
	Name:	Michael Hutchby
	Title:	Chief Financial Officer

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