Marblegate Acquisition Corp.

Holders of 128,459 public shares redeemed, removing approximately $1.4 million (about $10.62 per share) from trust and leaving 637,605 public shares outstanding — a very thin remaining float against a nine-month extension. The sponsor-affiliate note bears no interest, is due on the earlier of the business combination or the effective winding up, and at the payee's election converts into Class A shares at $10.00 per share.

All three outstanding Nasdaq deficiencies are resolved, but by moving to a market with lower thresholds rather than by the metrics recovering: the filing states the prior non-compliance notices are 'deemed to be resolved as a result of the Company's transfer to The Nasdaq Capital Market'. The thresholds it now satisfies are $35,000,000 and $1,000,000 where the Global Market required $50,000,000 and $15,000,000.

A THIRD distinct Nasdaq deficiency for this registrant in four months, after the March 31 market-value notice and the June 5 total-holders notice, and it is arithmetically connected to what the company did in June: 244,327 public shares redeemed and the sponsor converted 4,000,000 Class B into Class A, which shrinks the publicly held float that this rule measures. The note's $10.00 conversion adds to that same class.

Holders of 244,327 Class A shares redeemed, taking approximately $2.5 million — about $10.29 per share — and leaving 766,064 public shares outstanding. Against that, the filing states the sponsor converted 4,000,000 Class B shares into Class A on June 28, 2023, which it says is 40% of outstanding Class A. The public float is now a small minority of the class that votes as Class A, and the net-tangible-assets floor that limited further redemptions is gone.

Both items correct or complete the document shareholders are voting on. The excise-tax statement removes a claim on the trust that the proxy had left open — a 1% tax on redemptions paid from the trust would come out of remaining holders' per-share value. The founder conversion is a dilution mechanic used to manage a threshold: issuing Class A to the sponsor pushes every public holder below 10% of the class, which changes who is an affiliate rather than raising money.

Money was taken out of the trust account that should not have been, and the company says so in a proxy supplement rather than in a standalone report. It was returned with imputed interest, which is why the restitution exceeds the withdrawal. The filing states the trust stood at $10,412,402.82 on June 15, 2023 and the pro rata redemption figure was approximately $10.31 per share, expressly before any later tax withdrawals.

A second, distinct Nasdaq deficiency for this registrant, following the March 31, 2023 notice on the $50 million Market Value of Listed Securities rule. The company says it will submit a plan and will also consider transferring the listing to the Nasdaq Capital Market. One procedural protection is stated: if the staff rejects the plan, requesting a hearing before an independent Nasdaq Hearings Panel AUTOMATICALLY STAYS any suspension or delisting pending the hearing.

A market-value deficiency is measured on the SPAC's own share price and is outside its control, unlike a filing-delinquency notice. The filing names two escape routes it says it may consider: consummating the announced business combination with DePalma Acquisition I LLC and DePalma Acquisition II LLC, disclosed in its February 21, 2023 8-K, or transferring the listing to the Nasdaq Capital Market if it then meets that market's requirements. It states no assurance either will succeed.

The trust is intact at roughly $302.9 million and the $10.10 per-share value sits three cents above the $10.07 market price, so redeeming beats selling. The structure gives the board unilateral control over every monthly step to July 2023 with dissolution as the stated alternative, so approving this proposal is the point at which public holders hand over the timetable. The stated redemption figure is before removing accrued interest reserved for taxes, so the cash actually received will be slightly lower.

What changed: Item 1.01 / 2.03. On October 22, 2024 Marblegate Acquisition Corp. issued a promissory note of up to $250,000 principal to Marblegate Special Opportunities Master Fund, L.P., a member of its sponsor, for advances the payee has made and may make for working capital. The note bears no interest and is due on the earlier of consummation of the initial business combination and the effective date of the company's winding up. At the payee's election, principal may convert into Class A common stock at $10.00 per share, rounded up, with registration rights. Why it matters: The second such note from the same sponsor member in three months, after the $255,000 note of July 18, 2024, and it is issued three weeks after Nasdaq's IM-5101-2 delisting notice while the hearing request is pending. The winding-up maturity term means the debt survives into a liquidation scenario.