공시 • Apr 04
Nasdaq Hearings Panel Determines to Delist Marblegate Acquisition's Securities Due to Failure to Complete Business Combination by Extended Date
As previously disclosed, on October 1, 2024, Marblegate Acquisition Corp. (the ‘Company’) received a notice (the ‘Notice’) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (‘Nasdaq’) stating that the Company was not in compliance with Listing Rule IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. In response to the Notice, the Company timely requested a hearing before a Nasdaq Hearings Panel (the ‘Panel’), which was held on November 19, 2024. On December 19, 2024, the Company received a written notice (the ‘Decision’) from Nasdaq that the Panel had granted the Company’s request to continue its listing on Nasdaq until March 31, 2025 (the ‘Extended Date’), provided that the Company complies with certain conditions, including that the Company will have completed its previously announced business combination pursuant to that certain business combination agreement dated as of February 14, 2023 (the ‘Business Combination Agreement’), by and among Marblegate Asset Management, LLC, Marblegate Capital Corporation (‘New MAC’), MAC Merger Sub Inc., DePalma Acquisition I LLC (‘DePalma I’) and DePalma Acquisition II LLC (‘DePalma II’ and, together with DePalma I, the ‘DePalma Companies’) (such transactions contemplated by the Business Combination Agreement, the ‘Business Combination’) on or before the Extended Date, and that the combined company will have demonstrated compliance with all applicable requirements for an initial listing on Nasdaq. Further information about the Business Combination is set forth in the definitive proxy statement/prospectus of the Company, New MAC and the DePalma Companies (File No. 333-283675) (the ‘Proxy Statement/Prospectus’) filed with the Securities and Exchange Commission (the ‘SEC’) on February 14, 2025. On April 2, 2025, the Company received a written notice (the ‘Delisting Notice’) from the Panel indicating that the Panel had determined to delist the Company’s securities from Nasdaq and that trading in the Company’s securities would be suspended at the open of trading on April 4, 2025, due to the Company’s failure to satisfy the terms of the Panel’s Decision, including the requirement that the Company will have completed the Business Combination on or before the Extended Date. In connection with the delisting and suspension, Nasdaq has advised that it will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the SEC after the applicable Nasdaq review and appeal periods have lapsed. Following suspension of trading on Nasdaq, the Company’s common stock, units and warrants will be eligible to trade on the OTC Markets under the tickers ‘GATE,’ ‘GATEU,’ and ‘GATEW,’ respectively. There may be a very limited market in which the Company’s securities are traded, and the trading price of the Company’s securities may be adversely affected. The Company can provide no assurance that its securities will continue to trade on this market, whether broker-dealers will continue to provide public quotes of its securities on this market, or whether the trading volume of its securities will be sufficient to provide for an efficient trading market for existing and potential holders of its securities. Notwithstanding the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to complete the Business Combination as described in the Proxy Statement/Prospectus soon as practicable. In connection therewith, the Company, New MAC and the DePalma Companies have applied to have the combined company’s securities listed on the Nasdaq following the consummation of the Business Combination.