GATE SEC filings, in plain English
Everything Marblegate Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 13 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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- What changed vs 2024-04-01trust $6.8M → $4.1M -40%deadline 2024-10-05 → 2025-04-05shares 638K → 369K -42%
trust account, combination deadline, redeemable shares +33 moved · 3 with no prior record of ours
- Trust account
- $6.8M$4.1M
- Combination deadline
- 2024-10-052025-04-05
- Redeemable shares
- 638K369K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $200K · unchanged
- Mandate language
- we are focusing our search for an initial business combinati… · unchanged
SpacBrain reads this as $2,716,596 left the trust between the two filings.
The clause “263,369 of cash from operating activities. As of December 31, 2024, we had cash held in the Trust Account of $4,064,428 (including $357,194 of interest income) consisting of investments in money market funds. Interest income on the”…
SpacBrain reads this as 182 days later than the previous record.
The clause …“in investing in post-restructured companies. We must complete our initial business combination within the Combination Period, or by April 5, 2025. If our initial business combination is not consummated within the Combination Period,”…
SpacBrain reads this as 268,726 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 4,910,000 shares issued and outstanding (excluding 368,879 shares subject to possible redemption) as of December 31, 2024 and 2023, respectively 491 491 Class B common stock, $ 0.0001 par value; 20,000,000”…
The clause …“would have a right to submit their shares for redemption; • there is substantial doubt about our ability to continue as a “going concern”; • adverse developments affecting the financial services industry, including events or”…
The clause …“sum of $600,000. On July 1, 2022, February 2, 2023 and February 8, 2023, we borrowed $200,000, $200,000 and $200,000 under the 2022 Promissory Note, respectively. On February 13, 2023, the Company issued an additional promissory note”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2024-08-07trust $6.9M → $4.0M -42%deadline 2024-10-05 → 2025-04-05shares 638K → 369K -42%
trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $6.9M$4.0M
- Combination deadline
- 2024-10-052025-04-05
- Redeemable shares
- 638K369K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $200K · unchanged
SpacBrain reads this as $2,900,804 left the trust between the two filings.
The clause …“26,623 35,596 Total Current Assets 123,324 159,466 Other assets — — Cash held in Trust Account 4,028,377 6,781,024 TOTAL ASSETS $ 4,151,701 $ 6,940,490 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable and”…
SpacBrain reads this as 182 days later than the previous record.
The clause …“must consummate its initial business combination from October 5, 2024 to April 5, 2025, or such earlier date as determined by the Company’s board of directors. In connection with the Fourth Extension Amendment, stockholders holding”…
SpacBrain reads this as 268,726 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 4,910,000 shares issued and outstanding (excluding 368,879 shares subject to possible redemption) as of September 30, 2024 and December 31, 2023, respectively 491 491 Class B common stock, $ 0.0001 par value;”…
The clause …“has determined that the liquidity issue and the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments relating to”…
The clause …“in the units issued in the Private Placement. On July 1, 2022, the Company borrowed $ 200,000 under the promissory note for the Working Capital Loan. As of September 30, 2024 and December 31, 2023, there were $ 600,000 and $ 600,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Item 3.01. On October 1, 2024 Marblegate Acquisition Corp. received a Nasdaq notice that it is not in compliance with Listing Rule IM-5101-2, which requires a SPAC to complete a business combination within 36 months of the effectiveness of its IPO registration statement. That registration statement became effective September 30, 2021, so the company was required to complete a combination by no later than September 30, 2024. The company has timely requested a Hearings Panel hearing, which stays any suspension or delisting pending the hearing. Why it matters: Stockholders had extended the charter deadline to April 5, 2025 three weeks earlier, on September 10, 2024, and that vote has no effect on the exchange's separate 36-month limit, which expired twenty days later. The company states there can be no assurance the hearing will be successful, and that the notice does not affect its SEC reporting obligations.
What changed: Item 5.03 / 5.07. At a special meeting held in lieu of an annual meeting on September 10, 2024, Marblegate Acquisition Corp. stockholders approved an extension of the date to consummate an initial business combination from October 5, 2024 to April 5, 2025, or an earlier date set by the board, by 9,581,864 for and 34,022 against; the fourth amendment to the certificate of incorporation was filed in Delaware the same day. Andrew Milgram, Paul Arrouet and Patrick J. Bartels, Jr. were elected Class III directors until 2027. The adjournment proposal was not voted on. Why it matters: Holders of 268,726 Class A public shares redeemed, removing approximately $2.9 million from trust at approximately $10.90 per share and leaving 368,879 public shares outstanding. The extension is a fixed six-month date rather than a monthly mechanism, and the report states no deposit requirement attached to it.
What changed: Marblegate Acquisition Corp. called a special meeting in lieu of an annual meeting for 1:30 p.m. Eastern time on September 10, 2024 in completely virtual format, to extend the date by which it must complete a business combination beyond October 5, 2024, three years after its IPO. The business combination agreement dated February 14, 2023 is with Marblegate Asset Management, LLC, the managing member of the company's own sponsor, and contemplates combining with DePalma so that New MAC becomes publicly traded on the Nasdaq Capital Market. Why it matters: The counterparty to the business combination is the managing member of the SPAC's own sponsor, so the transaction is negotiated between affiliated parties on both sides - the structural conflict a SPAC's independent directors exist to police. Sponsor shares are non-redeemable, so the full trust belongs to public holders who redeem. Three years past the IPO with an affiliated deal still unclosed, redemption at trust is the disciplined choice.
What changed vs 2023-11-28deadline 2024-10-05 → 2025-04-05combination deadline, sponsor loans outstanding1 moved · 1 with no prior record of ours
- Combination deadline
- 2024-10-052025-04-05
- Sponsor loans outstanding
- $1.1M · unchanged
SpacBrain reads this as 182 days later than the previous record.
The clause …“the Company has to consummate a Business Combination from October 5, 2024 to April 5, 2025 (or such earlier date as determined by the Board). ☐ ☐ ☐ Table of Contents Proposal 2 Director Election Proposal FOR WITHHELD To elect the”…
The clause …“rights set forth in the February 2023 Note. As of July 31, 2024, we borrowed $1,100,000 under the February 2023 Note for working capital loans. On July 20, 2023, we issued the July 2023 Note in the principal amount of up to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2024-05-14trust $6.9M → $6.9M +1%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $6.9M$6.9M
- Combination deadline
- 2024-10-05 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $200K · unchanged
- Redeemable shares
- 638K · unchanged
SpacBrain reads this as $73,789 was added to the trust between the two filings.
The clause …“47,097 35,596 Total Current Assets 84,399 159,466 Other assets — — Cash held in Trust Account 6,929,181 6,781,024 TOTAL ASSETS $ 7,013,580 $ 6,940,490 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable and”…
The clause “Business Combination for an additional nine (9) months, from January 5, 2024 to October 5, 2024, or such earlier date as determined by the board. In connection with the Third Extension Meeting, stockholders holding 128,459 public shares”…
The clause …“has determined that the liquidity issue and the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments relating to”…
The clause …“in the units issued in the Private Placement. On July 1, 2022, the Company borrowed $ 200,000 under the promissory note for the Working Capital Loan. As of June 30, 2024 and December 31, 2023, there were $ 600,000 and $ 600,000”…
The clause “0,000,000 shares authorized; 4,910,000 shares issued and outstanding (excluding 637,605 shares subject to possible redemption) as of June 30, 2024 and December 31, 2023, respectively 491 491 Class B common stock, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 1.01 / 2.03. On July 18, 2024 Marblegate Acquisition Corp. issued a promissory note of up to $255,000 principal to Marblegate Special Opportunities Master Fund, L.P., a member of its sponsor, covering 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: Working capital is funded by a sponsor member on terms that let it take equity at $10.00 per share on a closing, and the note is expressly payable on a winding up as well as on a combination. Issued under the Section 4(a)(2) private placement exemption.
- What changed vs 2023-11-14trust $8.0M → $6.9M -14%deadline 2024-01-05 → 2024-10-05shares 766K → 638K -17%
trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $8.0M$6.9M
- Combination deadline
- 2024-01-052024-10-05
- Redeemable shares
- 766K638K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $200K · unchanged
SpacBrain reads this as $1,145,783 left the trust between the two filings.
The clause …“80,358 35,596 Total Current Assets 200,510 159,466 Other assets — — Cash held in Trust Account 6,855,392 6,781,024 TOTAL ASSETS $ 7,055,902 $ 6,940,490 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable and”…
SpacBrain reads this as 274 days later than the previous record.
The clause “Business Combination for an additional nine (9) months, from January 5, 2024 to October 5, 2024, or such earlier date as determined by the board. In connection with the Third Extension Meeting, stockholders holding 128,459 public shares”…
SpacBrain reads this as 128,459 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 4,910,000 shares issued and outstanding (excluding 637,605 shares subject to possible redemption) as of March 31, 2024 and December 31, 2023, respectively 491 491 Class B common stock, $ 0.0001 par value;”…
The clause …“has determined that the liquidity issue and the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments relating to”…
The clause …“in the units issued in the Private Placement. On July 1, 2022, the Company borrowed $ 200,000 under the promissory note for the Working Capital Loan. As of March 31, 2024 and December 31, 2023, there were $ 600,000 and $ 600,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Items 1.01 and 2.03. On April 11, 2024 Marblegate issued a promissory note in the principal amount of up to $240,000 to Marblegate Special Opportunities Master Fund, L.P., a member of its sponsor, in connection with advances the Payee will make for working capital expenses. The note bears no interest and is due on the earlier of the consummation of the initial business combination or the date the winding up is effective. At the Payee's election, unpaid principal may convert into Class A common stock at $10.00 per share, rounded up, carrying the registration rights set out in the note. Why it matters: A second sponsor-affiliate facility on the same $10.00 conversion terms as the up-to-$450,000 note of December 21, 2023, taken four months later against a public float of only 637,605 shares after the December redemptions. Each conversion at $10.00 issues shares to the sponsor affiliate that dilute a very small remaining public holding.
- What changed vs 2023-04-03trust $10.3M → $6.8M -34%deadline 2023-07-05 → 2024-10-05shares 1.01M → 638K -37%
trust account, combination deadline, redeemable shares +33 moved · 3 with no prior record of ours
- Trust account
- $10.3M$6.8M
- Combination deadline
- 2023-07-052024-10-05
- Redeemable shares
- 1.01M638K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $200K · unchanged
- Mandate language
- we are focusing our search for an initial business combinati… · unchanged
SpacBrain reads this as $3,544,824 left the trust between the two filings.
The clause …“cash from operating activities. As of December 31, 2023, we had investments held in the Trust Account of $6,781,024 (including $446,709 of interest income, net of unrealized losses) consisting of investments in money market funds.”…
SpacBrain reads this as 458 days later than the previous record.
The clause …“combination for an additional nine (9) months, from January 5, 2024 to October 5, 2024, or such earlier date as determined by the Company’s board of directors. In connection with the Third Extension Amendment, stockholders”…
SpacBrain reads this as 372,786 shares are no longer redeemable.
The clause …“authorized; 4,910,000 and 910,000 shares issued and outstanding (excluding 637,605 and 1,010,391 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively 491 91 Class B common stock, $ 0.0001 par value;”…
The clause …“would have a right to submit their shares for redemption; • there is substantial doubt about our ability to continue as a “going concern”; and • adverse developments affecting the financial services industry, including events”…
The clause …“private placement. On July 1, 2022, February 2, 2023 and February 8, 2023, we borrowed $200,000, $200,000 and $200,000 under the 2022 Promissory Note, respectively. On February 13, 2023, the Company issued the 2023 Promissory Note (as”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Items 1.01/2.03, 5.03 and 5.07. On December 19, 2023 Marblegate filed an Extension Amendment with Delaware moving the date by which it must consummate its initial business combination from January 5, 2024 to October 5, 2024, or an earlier board-determined date, after shareholders approved it 9,433,270 for, 33,275 against, 0 abstaining at that day special meeting. Harvey Golub and Alan J. Mintz were elected Class II directors on the same tallies. On December 21, 2023 the company issued a promissory note of up to $450,000 to a member of its sponsor. Why it matters: 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.
- What changed vs 2023-06-05deadline 2024-01-05 → 2024-10-05
combination deadline, sponsor loans outstanding1 moved · 1 with no prior record of ours
- Combination deadline
- 2024-01-052024-10-05
- Sponsor loans outstanding
- not previously extracted$1.1M
SpacBrain reads this as 274 days later than the previous record.
The clause …“the Company has to consummate a Business Combination from January 5, 2024 to October 5, 2024 (or such earlier date as determined by the Board). ☐ ☐ ☐ Table of Contents Proposal 2 Director Election Proposal FOR WITHHELD To elect the”…
The clause …“rights set forth in the February 2023 Note. As of October 31, 2023, we borrowed $1,100,000 under the February 2023 Note for the Working Capital Loan. On July 20, 2023, we issued a promissory note in the principal amount of up to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2023-08-14trust $10.5M → $8.0M -23%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $10.5M$8.0M
- Combination deadline
- 2024-01-05 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $200K · unchanged
- Redeemable shares
- 766K · unchanged
SpacBrain reads this as $2,452,806 left the trust between the two filings.
The clause …“174,646 325,696 Total Current Assets 224,946 894,051 Marketable securities held in Trust Account 8,001,175 10,325,848 TOTAL ASSETS $ 8,226,121 $ 11,219,899 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable”…
The clause …“business combination or an additional six (6) months, from July 5, 2023 to January 5, 2024, or such earlier date as determined by the Company’s board of directors (the “Board”). In connection with the Second Extension Meeting,”…
The clause …“has determined that the liquidity issue and the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the”…
The clause …“in the units issued in the Private Placement. On July 1, 2022, the Company borrowed $ 200,000 under the promissory note for the Working Capital Loan. As of September 30, 2023 and December 31, 2022, there were $ 600,000 and $ 200,000”…
The clause “0,000,000 shares authorized; 4,910,000 shares issued and outstanding (excluding 766,064 and 1,010,391 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively 491 91 Class B common stock, $”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2023-05-15trust $10.4M → $10.5M +0%deadline 2023-07-05 → 2024-01-05shares 1.01M → 766K -24%
trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $10.4M$10.5M
- Combination deadline
- 2023-07-052024-01-05
- Redeemable shares
- 1.01M766K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $200K · unchanged
SpacBrain reads this as $27,517 was added to the trust between the two filings.
The clause …“281,746 325,696 Total Current Assets 292,264 894,051 Marketable securities held in Trust Account 10,453,981 10,325,848 TOTAL ASSETS $ 10,746,245 $ 11,219,899 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable”…
SpacBrain reads this as 184 days later than the previous record.
The clause …“business combination or an additional six (6) months, from July 5, 2023 to January 5, 2024, or such earlier date as determined by the Company’s board of directors (the “Board”). In connection with the special meeting of stockholders”…
SpacBrain reads this as 244,327 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 4,910,000 shares issued and outstanding (excluding 766,064 and 1,010,391 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively 491 91 Class B common stock, $ 0.0001 par”…
The clause …“has determined that the liquidity issue and the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the”…
The clause …“in the units issued in the Private Placement. On July 1, 2022, the Company borrowed $ 200,000 under the promissory note for the Working Capital Loan. As of June 30, 2023 and December 31, 2022, there were $ 600,000 and $ 200,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Items 3.01 and 8.01: On August 2, 2023 Nasdaq's staff approved Marblegate Acquisition's application to list its units, Class A common stock and warrants on The Nasdaq Capital Market, and the securities transferred at the opening of business on August 8, 2023. The staff separately notified the company that it had regained compliance with the 400 total holders requirement of Rule 5450(a)(2), and, following the phase-down, with the $35,000,000 market value of listed securities and $1,000,000 market value of publicly held shares tests, each closed as a matter. Why it matters: 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.
What changed: Items 1.01, 2.03 and 3.01: On July 20, 2023 Marblegate Acquisition issued a promissory note of up to $500,000 to Marblegate Special Opportunities Master Fund, L.P., a member of its sponsor, for working capital. It bears no interest, is due on the earlier of a business combination or the effective winding up, and the payee may convert principal into Class A shares at $10.00, rounded up. Separately, on July 19, 2023 Nasdaq notified the company that its Market Value of Publicly Held Shares had been under the $15 million minimum of Rule 5450(b)(2)(C) for 30 consecutive business days. Why it matters: 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.
What changed: Items 5.03, 5.07 and 8.01: At Marblegate Acquisition's special meeting on June 27, 2023 stockholders approved an Extension Amendment moving the business-combination date from July 5, 2023 to January 5, 2024 or earlier at the board's discretion (9,498,206 for, 15,302 against, 1,200 abstaining); a Conversion Amendment letting Class B convert one-for-one into Class A at any time before closing (8,279,469 for, none against); and elimination of the $5,000,001 net-tangible-assets Redemption Limitation (9,513,106 for, 402 against). The amendment was filed in Delaware the same day. Why it matters: 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.
What changed: Item 8.01: A second supplement to Marblegate Acquisition's June 5, 2023 definitive proxy for the June 27 special meeting makes two disclosures. Notwithstanding any contrary statement in the proxy, the company will not use, now or in the future, any trust funds or interest on them to pay the 1% excise tax imposed by the Inflation Reduction Act of 2022. And the sponsor has advised that promptly after the Conversion Amendment, if approved, it intends to convert enough Class B shares into Class A so that no holder of public shares will own 10% or more of outstanding common stock. Why it matters: 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.
What changed: Items 7.01 and 8.01: Marblegate Acquisition supplements its June 5, 2023 definitive proxy for the June 27 special meeting and announces the confidential submission of a Form S-4 for the DePalma business combination. The supplement discloses that the company withdrew $646,000 of trust interest in April 2023 to pay federal income taxes, then determined those taxes had already been funded by an earlier withdrawal, so the April draw should not have been made. It deposited $667,802.74 back into the trust, including interest that would have accrued. Why it matters: 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.
What changed: Item 3.01: Marblegate Acquisition received written notice from Nasdaq's Listing Qualifications staff on June 5, 2023 that it is not in compliance with Listing Rule 5450(a)(2), the Minimum Total Holders Rule requiring at least 400 total holders for continued listing on the Nasdaq Global Market. The filing states the notice is a deficiency notification only, with no current effect on listing or trading; that the company has 45 calendar days, until July 20, 2023, to submit a compliance plan; and that if the staff accepts it, Nasdaq may grant until December 2, 2023 to evidence compliance. Why it matters: 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.
- What changed vs 2022-11-09deadline 2023-07-05 → 2024-01-05
combination deadline1 moved
- Combination deadline
- 2023-07-052024-01-05
SpacBrain reads this as 184 days later than the previous record.
The clause …“the Company has to consummate a Business Combination from July 5, 2023 to January 5, 2024 (or such earlier date as determined by the Board). ☐ ☐ ☐ Proposal 2 Conversion Amendment Proposal FOR AGAINST ABSTAIN Amend the Companys”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.