☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
85-4249135 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, |
10105 | |
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol(s) |
Name of Each Exchange on Which Registered: | ||
, , $0.0001 par value and one-half of one redeemable warrant |
GATEU |
The Nasdaq Stock Market LLC | ||
Shares of Class A common stock included as part of the Units |
GATE |
The Nasdaq Stock Market LLC | ||
Redeemable warrants included as part of the Units |
GATEW |
The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
• | our ability to complete our initial business combination; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
• | our financial performance. |
• | “Affiliated Joint Acquisition” are to a business combination opportunity jointly with one or more entities affiliated with Marblegate and/or one or more investors in funds or accounts managed by Marblegate; |
• | “anchor investors” are to the qualified institutional buyers or institutional accredited investors which are not affiliated with us, our sponsor, our directors or any member of our management and that purchased units in our initial public offering, and purchased from our sponsor an aggregate of 2,473,864 founder shares at their original purchase price of approximately $0.002 per share; |
• | “board of directors” or “board” are to the board of directors of the Company; |
• | “Cantor” are to Cantor Fitzgerald & Co., the representative of the underwriters; |
• | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our public warrants (as defined below); |
• | “Class A common stock” are to the shares of Class A common stock of the Company, par value $0.0001 per share; |
• | “Class B common stock” are to the shares of Class B common stock of the Company, par value $0.0001 per share; |
• | “common stock” are to the Class A common stock and the Class B common stock; |
• | “DGCL” are to the Delaware General Corporation Law; |
• | “DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System; |
• | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “FINRA” are to the Financial Industry Regulatory Authority; |
• | “founder shares” are to the shares of our Class B common stock initially purchased by our sponsor in a private placement in connection with our initial public offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; |
• | “GAAP” are to the accounting principles generally accepted in the United States of America; |
• | “IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; |
• | “initial business combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; |
• | “initial public offering” are to the initial public offering that was consummated by the Company on October 5, 2021; |
• | “initial stockholders” are to our sponsor and any other holders of our founder shares prior to our initial public offering (or their permitted transferees); |
• | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
• | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
• | “management” or our “management team” are to our officers and directors; |
• | “Marblegate” are to Marblegate Asset Management, LLC, a Delaware limited liability company, and its affiliates; |
• | “Marcum” are to Marcum LLP, our independent registered public accounting firm; |
• | “Nasdaq” are to the Nasdaq Global Market; |
• | “PCAOB” are to the Public Company Accounting Oversight Board (United States); |
• | “private placement” are to the private placement of 910,000 units purchased by our sponsor and Cantor, which occurred simultaneously with the completion of our initial public offering, at a purchase price of $10.00 per unit for an aggregate purchase price of $9,100,000; |
• | “private placement shares” are to the shares of our Class A common stock included in the private placement units; |
• | “private placement units” are to the units purchased separately by our sponsor and Cantor in the private placement, which private placement units are identical to the units sold in our initial public offering, subject to certain limited exceptions as described in this Report; |
• | “private placement warrants” are to the warrants included in the private placement units; |
• | “public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
• | “public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchased public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares; |
• | “public warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and to any private placement warrants if held by third parties other than our sponsor, officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; |
• | “Registration Statement” are to the Form S-1 filed with the SEC September 21, 2021 (File No. 333-259422), as amended; |
• | “Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2021; |
• | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
• | “SEC” are to the U.S. Securities and Exchange Commission; |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “sponsor” are to Marblegate Acquisition LLC, a Delaware limited liability company controlled by certain of our officers and directors; |
• | “trust account” are to the trust account in which an amount $10.05 per unit from the net proceeds of the sale of the units (as defined below) in the initial public offering and private placement units was placed following the closing of the initial public offering; |
• | “units” are to the units sold in our initial public offering, which consist of one public share and one-half of one public warrant; and |
• | “we,” “us,” “Company” or “our Company” are to Marblegate Acquisition Corp. |
Item 1. |
Business. |
• | Post-Restructured Companies. |
• | Revitalized Growth Strategy. |
• | Discount to Publicly Traded Peers. |
• | Businesses with Stronger Balance Sheets. |
• | Compelling Industry Characteristics. synergistic add-on acquisitions, new product markets and geographies, increased production capacity, expense reduction and increased operating leverage. In general, we focus our investing attention on industries which enjoy broad stability and have favorable growth dynamics. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction |
Whether Stockholder Approval is Required | |
Purchase of assets | No | |
Purchase of stock of target not involving a merger with the company | No | |
Merger of target into a subsidiary of the company | No | |
Merger of the company with a target | Yes |
• | we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding; |
• | any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
Item 1A. |
Risk Factors. |
• | we are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target; |
• | we may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame; |
• | our expectations around the performance of a prospective target business or businesses may not be realized; |
• | we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination; |
• | our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination; |
• | we may not be able to obtain additional financing to complete our initial business combination or reduce the number of shareholders requesting redemption; |
• | we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time; |
• | you may not be given the opportunity to choose the initial business target or to vote on the initial business combination; |
• | trust account funds may not be protected against third party claims or bankruptcy; |
• | an active market for our public securities’ may not develop and you will have limited liquidity and trading; |
• | the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination; |
• | our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management; |
• | there may be more competition to find an attractive target for an initial business combination, which could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target; |
• | Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination; |
• | We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability; |
• | We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business combination; |
• | We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all; |
• | Our warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock or may make it more difficult for us to consummate an initial business combination; |
• | Since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after our initial public offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination; |
• | Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations; |
• | The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.05 per share; |
• | Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.05 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless; and |
• | Investments in entities that have undergone restructurings are subject to additional risks. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. |
(a) |
Market Information |
(b) |
Holders |
(c) |
Dividends |
(d) |
Securities Authorized for Issuance Under Equity Compensation Plans |
(e) |
Recent Sales of Unregistered Securities |
(f) |
Use of Proceeds from the Initial Public Offering |
(g) |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
Item 6. |
Reserved. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk. |
Item 8. |
Financial Statements and Supplementary Data. |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other Information. |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age |
Position | ||
Andrew Milgram |
48 | Chief Executive Officer and Executive Director | ||
Paul Arrouet |
51 | President and Executive Director | ||
Mark Zoldan |
49 | Chief Financial Officer | ||
Harvey Golub |
82 | Chairman of the Board | ||
Richard Goldman |
61 | Director | ||
Alan Mintz |
60 | Director | ||
Wallace Mathai-Davis |
77 | Director |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluations; |
• | reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; |
• | reviewing on an annual basis our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding common stock; |
• | each of our executive officers and directors that beneficially owns our common stock; and |
• | all our executive officers and directors as a group. |
Class A Common Stock |
Class B Common Stock |
Approximate Percentage of Outstanding Common Stock |
||||||||||||||||||
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
||||||||||||||||
Marblegate Acquisition LLC (2) |
610,000 | 2.0 | % | 7,829,469 | 76.0 | % | 20.5 | % | ||||||||||||
Andrew Milgram (2) |
610,000 | 2.0 | % | 7,829,469 | 76.0 | % | 20.5 | % | ||||||||||||
Paul Arrouet (2) |
610,000 | 2.0 | % | 7,829,469 | 76.0 | % | 20.5 | % | ||||||||||||
Richard Goldman (3) |
— | — | — | — | — | |||||||||||||||
Harvey Golub (3) |
— | — | — | — | — | |||||||||||||||
Mark Zoldan (3) |
— | — | — | — | — | |||||||||||||||
Alan J. Mintz (3) |
— | — | — | — | — | |||||||||||||||
Wallace Mathai-Davis (3) |
— | — | — | — | — | |||||||||||||||
All executive officers and directors as a group (7 individuals) |
610,000 | 2.0 | % | 7,829,469 | 76.0 | % | 20.5 | % | ||||||||||||
Other 5% Stockholders |
||||||||||||||||||||
The Farallon Funds (4) |
2,970,000 | 9.6 | % | — | — | 7.2 | % | |||||||||||||
Polar Asset Management Partners Inc. (5) |
2,970,000 | 9.6 | % | — | — | 7.2 | % | |||||||||||||
AQR Capital Management, LLC (6) |
2,799,999 | 9.1 | % | — | — | 6.8 | % | |||||||||||||
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(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, NY 10105. |
(2) | Our sponsor is the record holder of such shares. Marblegate Asset Management, LLC is the managing member of our sponsor and has voting and investment discretion with respect to the securities held by our sponsor and may be deemed to beneficially own such shares. Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate Asset Management, LLC, may be deemed to exercise voting and investment power over the securities held by our sponsor and therefore may be deemed to beneficially own such securities. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(3) | Each such person is a direct or indirect member of our sponsor and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(4) | According to a Schedule 13G filed on October 12, 2021, Grassland Investors, LLC, Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Four Crossings Institutional Partners V, L.P., Farallon Capital Offshore Investors II, L.P., Farallon Capital F5 Master I, L.P., Farallon Capital (AM) Investors, L.P., Farallon Partners, L.L.C., Farallon Institutional (GP) V, L.L.C., Farallon F5 (GP), L.L.C. acquired 2,970,000 shares of Class A common stock. The business address for each reporting person is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. |
(5) | According to a Schedule 13G filed on February 9, 2022, Polar Asset Management Partners Inc. acquired 2,970,000 shares of Class A common stock. The business address for the reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. |
(6) | According to a Schedule 13G filed on February 14, 2022, AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC acquired 2,799,999 shares of Class A common stock. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC. The business address for each reporting person is Two Greenwich Plaza, Greenwich, CT 06830. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
• | Payment to our sponsor of $10,000 per month, for up to 15 months, for secretarial and administrative support; |
• | Reimbursement for any out-of-pocket expenses |
• | Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. |
Item 14 . |
Principal Accountant Fees and Services. |
Item 15. |
Exhibit and Financial Statement Schedules. |
(1) | Financial Statements: |
Page | ||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
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F-6 |
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F-7 |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
Item 16. |
Form 10-K Summary. |
December 31, |
||||||||
2021 |
2020 |
|||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash |
$ | 380,160 | $ | — | ||||
Prepaid expenses |
344,281 | — | ||||||
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|||||
Total Current Assets |
724,441 | — | ||||||
Other assets |
237,900 | — | ||||||
Deferred offering costs |
— | 42,500 | ||||||
Marketable securities held in Trust Account |
301,518,928 | — | ||||||
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TOTAL ASSETS |
$ |
302,481,269 |
$ |
42,500 |
||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||||
Current Liabilities |
||||||||
Accrued expenses |
$ | 347,950 | $ | 1,000 | ||||
Advance from related party |
— | 42,500 | ||||||
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Total Current Liabilities |
347,950 | 43,500 | ||||||
Warrant liability |
250,250 | — | ||||||
Deferred underwriting fee payable |
15,000,000 | — | ||||||
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Total Liabilities |
15,597,700 |
43,500 |
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Commitments and Contingencies (Note 6) |
||||||||
Class A common stock subject to possible redemption, $0.0001 par value; 200,000,000 shares authorized; 30,000,000 shares at $10.05 per share redemption value and no shares at redemption value as of December 31, 2021 and 2020, respectively |
301,500,000 | — | ||||||
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Stockholders’ Deficit |
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding |
— | — | ||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 910,000 shares and no shares issued and outstanding (excluding 30,000,000 shares and no shares subject to possible redemption) as of December 31, 2021 and 2020, respectively |
91 | — | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,303,333 shares and no shares issued and outstanding as of December 31, 2021 and 2020, respectively |
1,030 | — | ||||||
Additional paid-in capital |
— | — | ||||||
Accumulated deficit |
(14,617,552 | ) | (1,000 | ) | ||||
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Total Stockholders’ Deficit |
(14,616,431 |
) |
(1,000 |
) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ |
302,481,269 |
$ |
42,500 |
||||
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Year Ended December 31, |
For the Period from December 10, 2020 (Inception) through December 31, |
|||||||
2021 |
2020 |
|||||||
Operating and formation costs |
$ | 503,572 | $ | 1,000 | ||||
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|||||
Loss from operations |
(503,572 |
) |
(1,000 |
) | ||||
Other income (expense): |
||||||||
Interest income on marketable securities held in Trust Account |
35,823 | — | ||||||
Unrealized loss on marketable securities held in Trust Account |
(16,895 | ) | — | |||||
Change in fair value of warrant liabilities |
259,350 | — | ||||||
Transaction costs associated with the Initial Public Offering |
(42,344 | ) | — | |||||
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Other income, net |
235,934 | — | ||||||
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|||||
Net loss |
$ |
(267,638 |
) |
$ |
(1,000 |
) | ||
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|||||
Basic and diluted weighted average shares outstanding, Class A common stock |
7,457,143 | — | ||||||
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|||||
Basic and diluted net loss per common share, Class A common stock |
$ |
(0.01 |
) |
$ | — | |||
|
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|
|||||
Basic and diluted weighted average shares outstanding, Class B common stock and non-redeemable Class A common stock |
10,529,533 | 10,303,333 | ||||||
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|||||
Basic and diluted net loss per common share, Class B common stock and non-redeemable Class A common stock |
$ |
(0.01 |
) |
$ | (0.00 | ) | ||
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Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Retained |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Earnings |
Deficit |
||||||||||||||||||||||
Balance – December 10, 2020 (Inception) |
— |
$ | — | — |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
||||||||||||||||
Net loss |
— | — | — | — | — | (1,000 | ) | (1,000 | ) | |||||||||||||||||||
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Balance – December 31, 2020 |
— | — | — | — | — | (1,000 |
) |
(1,000 |
) | |||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | 11,810,833 | 1,181 | 23,819 | — | 25,000 | |||||||||||||||||||||
Remeasurement for Class A common stock to redemption amount |
— | — | — | — | (24,255,612 | ) | (14,348,914 | ) | (38,604,526 | ) | ||||||||||||||||||
Sale of 910,000 Private Placement Units |
910,000 | 91 | — | — | 9,099,909 | — | 9,100,000 | |||||||||||||||||||||
Proceeds received in excess of fair value of 455,000 Private Placement Warrants, net of offering costs |
— | — | — | — | (509,600 | ) | — | (509,600 | ) | |||||||||||||||||||
Proceeds allocated to Public Warrants |
— | — | — | — | 15,600,000 | — | 15,600,000 | |||||||||||||||||||||
Offering costs charged to operations allocated to anchor investors |
— | — | — | — | 41,333 | — | 41,333 | |||||||||||||||||||||
Forfeiture of Founder Shares |
— | — | (1,507,500 | ) | (151 | ) | 151 | — | — | |||||||||||||||||||
Net loss |
— | — | — | — | — | (267,638 | ) | (267,638 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2021 |
910,000 |
$ |
91 |
10,303,333 |
$ |
1,030 |
$ | — | $ |
(14,617,552 |
) |
$ |
(14,616,431 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
For the Period from December 10, 2021 (Inception) through December 31, |
|||||||
2021 |
2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | (267,638 | ) | $ | (1,000 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Interest earned on marketable securities held in Trust Account |
(35,823 | ) | — | |||||
Unrealized loss on marketable securities held in Trust Account |
16,895 | — | ||||||
Transaction costs associated with the Initial Public Offering |
42,344 | — | ||||||
Change in fair value of warrant liabilities |
(259,350 | ) | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
(344,281 | ) | — | |||||
Other assets |
(237,900 | ) | ||||||
Accrued expenses |
346,450 | 1,000 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(739,303 |
) |
— |
|||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash in Trust Account |
(301,500,000 | ) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(301,500,000 |
) |
— |
|||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of Class B common stock to Sponsor |
25,000 | |||||||
Proceeds from sale of Units, net of underwriting discounts paid |
294,000,000 | — | ||||||
Proceeds from sale of Private Placement Units |
9,100,000 | — | ||||||
Advances from related party |
— | 42,500 | ||||||
Repayment of advances from related party |
(42,500 | ) | ||||||
Proceeds from promissory notes – related party |
186,819 | — | ||||||
Repayment of promissory notes – related party |
(186,819 | ) | — | |||||
Payment of offering costs |
(463,037 | ) | (42,500 | ) | ||||
|
|
|
|
|||||
Net cash provided by financing activities |
302,619,463 |
— |
||||||
|
|
|
|
|||||
Net Change in Cash |
380,160 |
— | ||||||
Cash – Beginning |
— | — | ||||||
|
|
|
|
|||||
Cash – Ending |
$ |
380,160 |
$ | — | ||||
|
|
|
|
|||||
Non-cash investing and financing activities: |
||||||||
Deferred underwriting fee payable |
$ | 15,000,000 | $ | — | ||||
|
|
|
|
|||||
Remeasurement for Class A common stock subject to redemption amount |
$ | 38,604,526 | $ | — | ||||
|
|
|
|
|||||
Initial classification of warrant liability |
$ |
509,600 |
$ |
— |
||||
|
|
|
|
|||||
Initial classification of common stock subject to redemption |
$ |
301,500,000 |
$ |
— |
||||
|
|
|
|
|||||
Offering costs charged to operations allocated to anchor investors |
$ |
41,333 |
$ |
— |
||||
|
|
|
|
Gross proceeds |
$ | 300,000,000 | ||
Less: |
||||
Proceeds allocated to Public Warrants |
) | |||
Class A common stock issuance costs |
(21,504,526 | ) | ||
Plus: |
||||
Remeasurement of carrying value to redemption value |
38,604,526 | |||
Class A common stock subject to possible redemption |
$ | 301,500,000 | ||
Year Ended December 31, 2021 |
For the Period from December 10, 2020 (Inception) through December 31, 2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net loss per common stock |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net loss, as adjusted |
$ | (110,961 | ) | $ | (156,677 | ) | $ | — | $ | (1,000 | ) | |||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average shares outstanding |
7,457,143 | 10,529,533 | — | 10,303,333 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net loss per common stock |
$ | (0.01 | ) | $ | (0.01 | ) | $ | — | $ | (0.00 | ) |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price of the shares of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). |
December 31, 2021 |
December 31, 2020 |
|||||||
Deferred tax assets |
||||||||
Net operating loss carryforward |
$ | 42,160 | $ | — | ||||
Startup/Organization Expenses |
63,590 | — | ||||||
Unrealized loss on marketable securities |
(3,975 | ) | — | |||||
|
|
|
|
|||||
Total deferred tax assets |
101,775 | — | ||||||
Valuation Allowance |
(101,775 | ) | — | |||||
|
|
|
|
|||||
Deferred tax assets |
$ | — | $ | — | ||||
|
|
|
|
|
December 31, 2021 |
December 31, 2020 |
||||||||
Federal |
|
|||||||||
Current |
|
$ | — | $ | — | | ||||
Deferred |
|
(101,775 | ) | — | ||||||
State and Local |
|
|||||||||
Current |
|
— | — | |||||||
Deferred |
|
— | — | |||||||
Change in valuation allowance |
|
101,775 | — | |||||||
|
|
|
|
|
||||||
Income tax provision |
|
$ | — | $ | — | |||||
|
|
|
|
|
December 31, 2021 |
December 31, 2020 |
|||||||
Statutory federal income tax rate |
21.0 | % | 21.0 | % | ||||
State taxes, net of federal tax benefit |
0.0 | % | 0.0 | % | ||||
Change in fair value of warrant liabilities |
20.4 | % | 0.0 | % | ||||
Transaction costs associated with the Initial Public Offering |
-3.4 | % | 0.0 | % | ||||
True-ups |
0.0 | % | 0.0 | % | ||||
Valuation allowance |
-38.0 | % | 0.0 | % | ||||
|
|
|
|
|||||
Income tax provision |
0.0 | % | 21.0 | % | ||||
|
|
|
|
Description |
Level |
December 31, 2021 |
||||||||||
Assets: |
||||||||||||
Marketable securities held in Trust Account |
1 | $ | 301,518,928 | |||||||||
Liabilities: |
||||||||||||
Warrant liabilities – Private Placement Warrants |
3 | $ | 250,250 |
October 5, 2021 (Initial Measurement) |
||||
Stock price |
$ | 10.00 | ||
Exercise price |
$ | 11.50 | ||
Expected term (in years) |
5.99 | |||
Volatility |
15.9 | % | ||
Risk-free rate |
1.14 | % | ||
Dividend yield |
0.0 | % |
December 31, 2021 |
||||
Stock price |
$ | 9.77 | ||
Exercise price |
$ | 11.50 | ||
Term (years) |
5.75 | |||
Volatility |
10.2 | % | ||
Risk-free rate |
1.32 | % | ||
Dividend yield |
0.0 | % |
Warrant Liabilities |
||||
Fair value as of December 10, 2020 (inception) |
$ | — | ||
Initial measurement on October 5, 2021 |
509,600 | |||
Change in fair value |
(259,350 | ) | ||
|
|
|||
Fair value as of December 31, 2021 |
$ | 250,250 | ||
|
|
* | Filed herewith. |
** | Furnished herewith |
(1) | Incorporated by reference to the Company’s Form S-1, filed with the SEC on September 9, 2021. |
(2) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on October 5, 2021. |
March 31, 2022 | Marblegate Acquisition Corp. | |||||
By: | /s/ Andrew Milgram | |||||
Name: | Andrew Milgram | |||||
Title: | Chief Executive Officer (Principal Executive Officer) |
Name |
Position |
Date | ||
/s/ Andrew Milgram |
Chief Executive Officer and Executive Director | March 31, 2022 | ||
Andrew Milgram | (Principal Executive Officer) |
|||
/s/ Mark Zoldan |
Chief Financial Officer | March 31, 2022 | ||
Mark Zoldan | (Principal Financial and Accounting Officer) |
|||
/s/ Paul Arrouet |
President and Executive Director | March 31, 2022 | ||
Paul Arrouet | ||||
/s/ Harvey Golub |
Chairman of the Board | March 31, 2022 | ||
Harvey Golub | ||||
/s/ Richard Goldman |
Director | March 31, 2022 | ||
Richard Goldman | ||||
/s/ Alan Mintz |
Director | March 31, 2022 | ||
Alan Mintz | ||||
/s/ Wallace Mathai-Davis |
Director | March 31, 2022 | ||
Wallace Mathai-Davis |
Exhibit 4.5
DESCRIPTION OF THE REGISTRANTS SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
As of December 31, 2021, Marblegate Acquisition Corp. (we, our, us or the Company) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act): (i) its units, consisting of one share of Class A common stock (as defined below) and one-half of one redeemable warrant (as defined below), with each whole warrant entitling the holder thereof to purchase one share of Class A common stock (the units), (ii) its Class A common stock, $0.0001 par value per share (Class A common stock), and (iii) its public warrants, with each whole warrant exercisable for one share of Class A common stock for $11.50 per share (the warrants).
Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 220,000,000 shares of common stock, including 200,000,000 shares of Class A common stock, $0.0001 par value and 20,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated certificate of incorporation, bylaws, and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 (the Report) of which this Exhibit 4.5 is a part.
Defined terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.
Units
Each unit consists of one whole share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you own at least two units, you will not be able to receive or trade a whole warrant.
Common Stock
Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
We will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, private placement shares, and any public shares held by them in connection with the completion of our initial business combination. The anchor investors will not be entitled to redemption rights with respect to any founder shares held by them in connection with the completion of our business combination.
If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares of common stock sold in our initial public offering, which we refer to as the Excess Shares. However, we would not be restricting our stockholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders inability to redeem
the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.
In the event of a liquidation, dissolution or winding up of the company after an initial business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of our initial business combination, subject to the limitations described in the Report.
Redeemable Warrants
Each whole warrant entitles the registered holder to purchase one whole share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of October 5, 2022 or 30 days after the completion of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you own at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.
We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.
Once the warrants become exercisable, we may call the warrants for redemption:
| in whole and not in part; |
| at a price of $0.01 per warrant; |
| upon not less than 30 days prior written notice of redemption (the 30-day redemption period) to each warrant holder; and |
| if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders. |
If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our initial public offering.
If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the fair market value in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage of this option, our sponsor, Cantor, and their permitted transferees would still be entitled to exercise their private placement warrants that are included in the private placement units for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.
A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such persons affiliates), to the warrant agents actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.
The warrants have certain anti-dilution and adjustments rights upon certain events.
The warrants were issued in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review a copy of the warrant agreement, which was filed as an exhibit to the Report, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this Report, or to correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.
The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.
In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares or private placement units (or underlying securities) held by our sponsor or its affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the warrant holder.
Exhibit 31.1
CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE
SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrew Milgram, certify that:
1. | I have reviewed this Annual Report on Form 10-K of Marblegate Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 31, 2022 | By: | /s/ Andrew Milgram | ||
Andrew Milgram | ||||
Chief Executive Officer | ||||
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE
SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Zoldan, certify that:
1. | I have reviewed this Annual Report on Form 10-K of Marblegate Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 31, 2022 | By: | /s/ Mark Zoldan | ||
Mark Zoldan | ||||
Chief Financial Officer | ||||
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Marblegate Acquisition Corp. (the Company) for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the Report), I, Andrew Milgram, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: March 31, 2022 | By: | /s/ Andrew Milgram | ||
Andrew Milgram | ||||
Chief Executive Officer | ||||
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Marblegate Acquisition Corp. (the Company) for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the Report), I, Mark Zoldan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the report. |
Date: March 31, 2022 | By: | /s/ Mark Zoldan | ||
Mark Zoldan | ||||
Chief Financial Officer | ||||
(Principal Financial Officer) |