8-K/A: Marblegate Capital Corp. Amends 8-K Filing to Include Financial Statements Following Business Combination

Marblegate Capital Corporation files an amendment to its previous 8-K report to include financial statements and pro forma information related to the completion of its business combination.

Summary

• Marblegate Capital Corporation filed an amendment to its original 8-K report on May 15, 2025.
• The amendment includes the unaudited consolidated financial statements of DePalma Acquisition I LLC, DePalma Acquisition II LLC, and Marblegate Capital Corporation as of and for the fiscal quarter ended March 31, 2025, the fiscal year ended December 31, 2024, and the three months ended March 31, 2025 and 2024.
• It also includes the unaudited condensed financial statements of Marblegate Acquisition Corp. (MAC) for the same periods.
• Management's Discussion and Analysis of Financial Condition and Results of Operations for DePalma I, DePalma II, MAC, and the Company are included for the specified periods.
• The amendment also incorporates unaudited pro forma condensed combined financial information of the Company as of the three months ended March 31, 2025, and for the year ended December 31, 2024.
• Exhibit 10.3, the Management Services Agreement, has been updated and replaced due to scrivener's errors.
• The business combination was accounted for as a reverse recapitalization, with DePalma Companies considered the accounting acquirer.
• New MAC has been determined to be the surviving company in connection with the Business Combination and has had no prior operating activities.
• As a result of the Pre-Closing Transactions, approximately 83.7% of the total equity of the DePalma Companies is held by New MAC, with approximately 16.3% continuing to be owned by certain limited partners of the DePalma Companies.
• The total DePalma Equity Value was $629,544,644.
• Shares of New MAC Common Stock issued to DePalma Equityholders was 62,954,464.
• The unaudited pro forma condensed combined balance sheet as of March 31, 2025, shows total assets of $658,649,413 and total liabilities of $23,109,412.
• The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2025, shows a net loss attributable to New MAC of $(5,714,348) or $(0.08) per share.
• The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, shows a net loss attributable to New MAC of $(8,495,514) or $(0.11) per share.

Sentiment

Score: 5

Explanation: The document is primarily factual, presenting financial information related to a business combination. The pro forma losses are a concern, but the document itself is neutral in tone.

Positives

• The filing provides detailed financial information following the business combination, offering transparency to investors.
• The inclusion of pro forma financial statements allows investors to assess the combined entity's performance.
• Updating the Management Services Agreement ensures accuracy and clarity.

Negatives

• The pro forma statements show a net loss attributable to New MAC for both the three months ended March 31, 2025, and the year ended December 31, 2024.
• The business combination resulted in significant non-recurring transaction costs of $14,794,731.

Risks

• The pro forma financial information is based on assumptions and estimates, and actual results may differ materially.
• The company is still evaluating the post-closing tax implications and related accounting policies of the combined company.
• Management is performing a comprehensive review of the entities' accounting policies, and differences could have a material impact on the financial statements.

Future Outlook

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.

Industry Context

The document reflects a special purpose acquisition company (SPAC) completing a business combination, a common structure in recent years. The performance of the combined entity will be closely watched by investors in the SPAC market.

Comparison to Industry Standards

• It's difficult to compare the results directly to industry standards without knowing the specific industry in which DePalma operates.
• However, the pro forma financial statements provide a baseline for future performance and can be compared to similar companies that have undergone SPAC mergers.
• Key metrics to watch will be revenue growth, profitability, and cash flow generation compared to peers like SoFi (banking), DraftKings (online gambling), and Opendoor (real estate).

Related Party Transactions

• MAC and the DePalma Companies had existing related party relationships as detailed elsewhere in the proxy statement/prospectus.
• New MAC and the DePalma Companies had amounts due to and from each other for working capital purposes that have been eliminated by pro forma Adjustment L.

Stakeholder Impact

• Shareholders will be interested in the financial performance of the combined entity and the potential for future growth.
• Employees may be affected by any operational changes or synergies resulting from the merger.
• Customers and suppliers may experience changes in the company's products, services, or business relationships.

Next Steps

• Management is performing a comprehensive review of the entities' accounting policies.
• The parties to the Business Combination are evaluating the income tax accounting policies of the combined company.

Key Dates

Keywords

financial statements, pro forma, business combination, Marblegate Capital Corporation, DePalma, MAC, merger, acquisition