8-K: Marblegate Secures $137M for Taxi Fleet Expansion, Medallion Loans

Marblegate Capital Corporation has secured approximately $137 million in new financing, including a $120 million revolving credit facility and a $17.2 million vehicle loan, to expand its taxi fleet operations and support strategic initiatives.

Summary

• Marblegate Capital Corporation (MCC) subsidiaries secured a $120 million revolving loan facility from DZ Bank AG Deutsche Zentral-Genossenschaftsbank, New York Branch, maturing December 30, 2030, with a revolving period ending December 30, 2027.
• The revolving facility is secured by a first-priority lien on assets of DePalma Financing SPV I LLC (Borrower), including eligible medallion loan receivables restructured under New York City's Medallion Relief Program Plus (MRP+), taxi medallion collateral, and related accounts.
• MCC purchased 100% of the membership interests in TML IV LLC for approximately $15.8 million, with proceeds used to satisfy TML IV's obligations to DZ Bank.
• MCC subsidiaries also secured an approximately $17.2 million term loan from Auxilior Capital Partners, Inc. to finance fleets of taxicab vehicles, bearing a fixed interest rate of 8.5% per annum.
• MCC, DPA 1, DPA 2, and Septuagint Solutions LLC provided a guaranty for the $17.2 million vehicle loan.
• The financing aims to support Signal Taxi's operations, invest in driver experience, expand holdings of medallions and wheelchair accessible vehicles (WAVs), and explore growth initiatives.
• MCC must maintain a Consolidated Net Worth of at least $100,000,000 and, from fiscal year 2026, Adjusted Consolidated Net Income of at least $1 per fiscal year.
• The Borrower must maintain interest rate hedging between 80% and 110% of the estimated Facility balance by January 31, 2026.
• Guarantors for the vehicle loan must maintain total equity of at least $100,000,000, a Total Debt to Equity ratio not exceeding 1.75x, and a Debt Service Coverage Ratio (DSCR) of at least 1.0x, with DSCR testing beginning June 30, 2027.

Sentiment

Score: 8

Explanation: The filing details significant new financing, indicating strong capital access and strategic growth initiatives. While new debt introduces obligations and risks, the overall tone and stated objectives are highly positive for the company's expansion and market position.

Positives

• Secured significant new financing totaling approximately $137 million, indicating strong lender confidence and access to capital.
• The $120 million revolving loan facility provides flexible funding for purchasing Medallion Loans and Other Transferred Property.
• The $17.2 million vehicle loan directly supports the expansion and modernization of Signal Taxi's fleet, including wheelchair accessible vehicles (WAVs).
• The company's 'driver-first' approach and plans for additional Taxi Clubhouses suggest a focus on improving driver experience and operational efficiency.
• MCC's pivotal role in the NYC MRP+ medallion debt relief program positions it as a key player in the industry's recovery and transformation.

Negatives

• The new financing agreements introduce substantial debt obligations and associated financial covenants that must be strictly adhered to.
• Failure to meet financial covenants (e.g., Consolidated Net Worth, Adjusted Consolidated Net Income, Total Debt to Equity, DSCR) could trigger events of default or early amortization.
• The revolving facility has a relatively short revolving period ending December 30, 2027, after which it enters an amortization period.
• The vehicle loan carries a fixed interest rate of 8.5% per annum, which could be a significant cost depending on market conditions.

Risks

• Insolvency events with respect to MCC or the Borrower could trigger an Event of Default.
• Breaches of financial covenants, such as MCC's Consolidated Net Worth falling below $100,000,000 or Adjusted Consolidated Net Income below $1/fiscal year (from 2026), or the vehicle loan guarantors' financial ratios, could lead to default.
• Payment defaults or cross-defaults to other material indebtedness could accelerate the facilities.
• Failure to maintain perfected first-priority liens on Pledged Collateral (medallion loans, taxi medallions, vehicles) poses a risk to lenders' security.
• Specified performance and reporting failures, including delinquency ratio triggers (Delinquency Ratio > 40% and Reserve Fund Coverage Ratio < 90%) and default rate triggers (Annualized Default Rate > 2.00%), could lead to early amortization or default.
• A Material Adverse Change in the business, assets, operations, prospects, or financial condition of the Borrower, Servicer, or Guarantor could trigger an Event of Default.
• Impairment of the MRP+ program, including failure of New York City to authorize funds, non-enforceability of program documents, or repudiation of benefits, could lead to early amortization or default.
• Failure to maintain required interest rate hedging (80%-110% of estimated Facility balance) could trigger an Early Amortization Event.
• Any Qualification in MCC's audited financial statements could trigger an Event of Default.

Future Outlook

Marblegate Capital Corporation plans to continue investing in and enhancing the driver experience, expanding its holdings of medallions and wheelchair accessible vehicles (WAVs), and exploring potential growth initiatives. The company also plans to open two additional Taxi Clubhouses in New York City in the coming months, building on a program initially launched in 2023.

Management Comments

• The new financings will help continue to power MCC's 'driver-first' approach, modernizing and expanding Signal Taxi's fleet, improving the driver experience, exploring new growth opportunities, and other corporate purposes.
• Signal Taxi and its partners added more cars than any other taxi fleet operator in 2025, accounting for more than one-third of all new WAV vehicles.

Industry Context

These financing transactions reinforce Marblegate Capital Corporation's position as a leading full-service fleet operator and specialty finance lender in the New York City taxi market. The focus on expanding wheelchair accessible vehicles (WAVs) aligns with broader industry trends towards accessibility and modernization. The continued investment in the 'driver-first' approach and Taxi Clubhouses suggests a strategy to improve driver retention and satisfaction, which is crucial in the competitive taxi industry. The company's involvement in the MRP+ medallion debt relief program highlights its role in stabilizing and transforming the NYC taxi medallion market, which has faced significant challenges in recent years.

Comparison to Industry Standards

• The company's claim of being the 'largest full-service fleet operator and specialty finance lender in the New York City (NYC) taxi market' and 'largest lender and owner of NYC taxi medallions as well as one of the largest NYC medallion Fleet operators' (as of September 30, 2025) suggests a dominant market position compared to other local taxi fleet operators.
• The addition of 'more cars than any other taxi fleet operator' in 2025, including 'more than one-third of all new WAV vehicles,' indicates aggressive growth and market share capture in the NYC taxi vehicle segment, particularly in accessible transportation.
• The establishment of 'Taxi Clubhouses' is presented as a unique 'first-of-its-kind' program in NYC, differentiating Signal Taxi's driver support services from competitors.

Corporate Governance

Related Party Transactions

• DePalma Acquisition I LLC (DPA 1) and DePalma Acquisition II, LLC (DPA 2) are subsidiaries of Marblegate Capital Corporation (MCC).
• DePalma Financing SPV I LLC (Borrower) is 100% beneficially owned by DPA 1 (Seller).
• The Purchase and Contribution Agreement is between DPA 1 (Seller) and the Borrower (Purchaser).
• The Equity Pledge and Security Agreement involves DPA 1 pledging its equity interests in the Borrower to the Agent.
• MCC unconditionally guaranteed certain obligations of DPA 1 under the Loan Agreement and related transaction documents via a Performance Guaranty.
• MCC, DPA 1, DPA 2, and Septuagint Solutions LLC executed a Guaranty in favor of Auxilior Capital Partners, Inc. for the Mini-Fleet Vehicle Loan.

Stakeholder Impact

• **Shareholders**: Potential for increased shareholder value through strategic growth and fleet expansion, but also increased financial leverage and associated risks from new debt obligations.
• **Employees (Taxi Drivers)**: Positive impact through investments in driver experience, modernization, and expansion of the taxi fleet, potentially leading to better working conditions and more opportunities.
• **Customers (Taxi Riders)**: Improved service quality and availability, particularly with the expansion of wheelchair accessible vehicles (WAVs).
• **Creditors (Lenders)**: New revenue streams from interest and fees on the revolving facility and vehicle loans, secured by company assets, but also exposure to the risks associated with the taxi market and the company's financial performance.
• **Suppliers**: Potential for increased business for vehicle manufacturers, maintenance providers, and other service providers supporting the expanded taxi fleet.

Next Steps

• DePalma Financing SPV I LLC to maintain interest rate hedging between 80% and 110% of the estimated Facility balance by January 31, 2026.
• MCC to maintain Consolidated Net Worth of at least $100,000,000 and Adjusted Consolidated Net Income of at least $1 per fiscal year (commencing December 31, 2026).
• Guarantors for the vehicle loan to maintain specific financial covenants, with DSCR testing beginning June 30, 2027.
• Signal Taxi plans to open two additional Taxi Clubhouses in New York City in the coming months.
• Monthly mileage reporting for Mini-Fleets begins June 30, 2026.

Key Dates

Recommendation

The company has successfully secured substantial financing, indicating strong institutional confidence in its business model and growth strategy within the NYC taxi market. The funds are earmarked for strategic initiatives, including fleet expansion (especially WAVs) and enhancing the driver experience, which are critical for long-term competitiveness and market leadership. While new debt introduces financial covenants and risks, these appear manageable given the company's stated market position and its role in the MRP+ program. The focus on modernization and driver-centric operations positions the company for sustained recovery and growth in a historically challenging industry. This strategic capital infusion is a strong positive signal for future performance.

Keywords

Taxi Medallions, Revolving Loan Facility, Vehicle Financing, SEC Filing, Corporate Finance, Debt Relief Program, Fleet Operations, New York City Taxi Market, Asset-Backed Lending, Financial Covenants