Item 7.01. Regulation FD
On June 15, 2023, Marblegate Acquisition Corp. (the "Company') issued a press
release announcing the confidential submission of the Registration Statement on
Form S-4, relating to the proposed business combination with DePalma Acquisition
I, LLC and DePalma Acquisition II, LLC (collectively, "DePalma"). A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Item 8.01 Other Events.
Supplement to the Definitive Proxy Statement
On June 5, 2023, the Company filed a definitive proxy statement (the "Definitive
Proxy Statement") for the solicitation of proxies in connection with a special
meeting of the Company's stockholders to be held on June 27, 2023 (the "Special
Meeting") to consider and vote on, among other proposals, a proposal to amend
the Company's Amended and Restated Certificate of Incorporation to extend the
period by which the Company is required to consummate its initial business
combination (the "Extension Amendment Proposal").
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT OF
MARBLEGATE ACQUISITION CORP.
Dated June 5, 2023
The Company is providing additional information to its stockholders, as
described in this supplement to the Definitive Proxy Statement filed with the
United States Securities and Exchange Commission on June 5, 2023, in connection
with the Special Meeting to be held on June 27, 2023. These disclosures should
be read in connection with the Definitive Proxy Statement, which should be read
in its entirety. To the extent that the information set forth herein differs
from or updates information contained in the Definitive Proxy Statement, the
information set forth herein shall supersede or supplement the information in
the Definitive Proxy Statement. Defined terms used but not defined herein have
the meanings set forth in the Definitive Proxy Statement. The Company makes the
supplemental disclosures.
Terms used herein, unless otherwise defined, have the meanings set forth in the
Definitive Proxy Statement.
Amount in Trust Account as of June 2, 2023, the Record Date
In April 2023, the Company withdrew $646,000 of interest income from the Trust
Account in order to pay federal income taxes. The Company has recently
determined that funds were previously withdrawn from the Trust Account to pay
such federal income taxes and thus should not have been re-drawn in April.
Accordingly, the Company has deposited into the Trust Account $667,802.74
including interest that would have accrued on such funds from the date of
withdrawal. Following such deposit, the amount in the Trust Account, as of June
15 2023, was $10,412,402.82, and the pro rata portion of the funds available in
the Trust Account for the redemption of Public Shares was approximately
$10.31 per share (which does not take into account any withdrawals from the
Trust Account for the payment of taxes that may occur after June 15, 2023).
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In addition, the Company has incurred additional working capital loans under the
2023 Note, with $945,000 outstanding as of June 15, 2023.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally relate to
future events involving, or future performance of, the Company. In some cases,
you can identify forward-looking statements by terminology such as "pro forma",
"may", "should", "could", "might", "plan", "possible", "project", "strive",
"budget", "forecast", "expect", "intend", "will", "estimate", "anticipate",
"believe", "predict", "potential" or "continue", or the negatives of these terms
or variations of them or similar terminology. Such forward-looking statements
are subject to risks, uncertainties, and other factors, which could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements. These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by the Company and
its management, are inherently uncertain. Certain risks and uncertainties are
set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in the Company's annual report on Form 10-K dated
April 3, 2023, relating to certain risks and uncertainties indicated from time
to time in the definitive proxy statement to be delivered to the Company's
stockholders, including those set forth under "Risk Factors" therein, and other
documents filed to be filed with the SEC by the Company.
Additional Information and Where to Find It
The Company has filed with the SEC a definitive proxy statement (the "Definitive
Proxy Statement") in connection with the Special Meeting and, beginning on
June 8, 2023, mailed the Definitive Proxy Statement and other relevant documents
to its stockholders as of the June 2, 2023 record date for the Special Meeting.
The Company's stockholders and other interested persons are advised to read the
Definitive Proxy Statement and any other relevant documents that have been or
will be filed with the SEC in connection with the Company's solicitation of
proxies for the Special Meeting because these documents will contain important
information about the Company, the Special Meeting, and related matters.
Stockholders may also obtain a free copy of the Definitive Proxy Statement, as
well as other relevant documents that have been or will be filed with the SEC,
without charge, at the SEC's website located at www.sec.gov.
Participants in the Solicitation
The Company and its directors and executive officers may be considered
participants in the solicitation of proxies from the Company's stockholders in
connection with the Special Meeting. Additional information regarding the
identity of these potential participants and their direct or indirect interests,
by security holdings or otherwise, is set forth in the Definitive Proxy
Statement. You may obtain free copies of these documents using the sources
indicated above.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated June 15, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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