425: Marblegate Acquisition Corp. Waives Nasdaq Listing Condition for Business Combination with DePalma Companies, Eyes OTCQX Listing

Marblegate Acquisition Corp. and DePalma Companies proceed with their business combination, waiving the Nasdaq listing requirement and planning to list on the OTCQX Best Market following the merger.

Summary

• Marblegate Acquisition Corp. (GATE) has entered into a waiver to its business combination agreement with DePalma Acquisition I LLC and DePalma Acquisition II LLC, collectively known as the DePalma Companies.
• The waiver removes the condition that New Marblegate Capital Corporation (New MAC) must be approved for listing on Nasdaq prior to the closing of the business combination.
• The closing of the business combination is expected to occur on April 7, 2025.
• Following the closing, Marblegate Acquisition Corp. will delist from Nasdaq.
• New MAC intends to be quoted on the OTCQX Best Market under the symbols GATE and GATEW as soon as possible after the closing.
• There is no guarantee that a broker will make a market in New MAC's securities or that trading will continue on the OTC Market.
• The company advises stockholders to read the proxy statement/prospectus for more information about the business combination.
• The announcement contains forward-looking statements that are subject to risks and uncertainties.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While the business combination is proceeding, the delisting from Nasdaq and move to the OTCQX suggest challenges in meeting listing requirements and potential concerns about future trading liquidity.

Positives

• The business combination is expected to proceed following the waiver of the Nasdaq listing condition.
• Listing on the OTCQX Best Market provides an alternative trading venue for the combined company's securities.

Negatives

• Delisting from Nasdaq could reduce the visibility and liquidity of the company's securities.
• There is no guarantee that a broker will make a market in New MAC's securities on the OTC Market.
• Trading on the OTC Market may not continue.

Risks

• The company's securities may not be eligible to trade on the OTC Market.
• The combined company may not be able to have its securities listed on Nasdaq following the business combination.
• Legal proceedings could delay or prevent the business combination.
• Unforeseen events could lead to the termination of the proposed transactions.
• The company and DePalma cannot assure that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements.

Future Outlook

New MAC intends to be quoted on the OTCQX Best Market as soon as possible following the closing of the business combination. However, there is no guarantee that a broker will make a market in New MAC's securities or that trading will continue on the OTC Market.

Industry Context

The announcement reflects a trend of SPACs (Special Purpose Acquisition Companies) seeking alternative listing venues when facing challenges in meeting Nasdaq's listing requirements. Listing on the OTCQX can provide continued access to public markets, albeit with potentially lower liquidity and visibility compared to Nasdaq.

Comparison to Industry Standards

• Many SPACs that fail to meet Nasdaq or NYSE listing requirements explore options like OTCQX or private markets.
• Companies like Digital World Acquisition Corp. (DWAC) have faced similar listing challenges and potential delisting, highlighting the risks associated with SPAC mergers.
• The OTCQX Best Market is generally considered a lower-tier exchange compared to Nasdaq or NYSE, with less stringent listing requirements but also potentially lower trading volumes and investor interest.

Stakeholder Impact

• Shareholders may experience changes in the liquidity and visibility of their investment.
• Employees of both Marblegate and DePalma may be affected by the integration of the two companies.
• Customers and suppliers of DePalma may see changes in the company's operations and strategy.

Next Steps

• Closing of the business combination, expected on April 7, 2025.
• Delisting of Marblegate Acquisition Corp. from Nasdaq.
• Quotation of New MAC on the OTCQX Best Market under the symbols GATE and GATEW.

Key Dates

Keywords

business combination, Marblegate Acquisition Corp., DePalma Companies, OTCQX, Nasdaq, waiver, listing, merger, delisting