CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Business Combination Agreement
On February 14, 2023, we entered into a business combination agreement (the Business Combination Agreement) with
Marblegate Asset Management, LLC, a Delaware limited liability company (Marblegate), the managing member of our sponsor, Marblegate Acquisition LLC (the Sponsor), and an affiliate of certain of our officers and
directors, Marblegate Capital Corporation, a Delaware Corporation (New MAC), MAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of New MAC (Merger Sub), DePalma Acquisition I LLC, a
Delaware limited liability company (DePalma I), and DePalma Acquisition II LLC, a Delaware limited liability company (DePalma II and, together with DePalma I, DePalma or the DePalma
Companies), pursuant to which, among other things, the parties agreed to the Business Combination under which we agreed to combine with DePalma in a series of transactions that will result in New MAC becoming a publicly-traded company
whose shares are expected to trade on the Nasdaq Capital Market.
Founder Shares
On January 15, 2021, in consideration for the payment of certain of the Companys offering costs, the Company applied $25,000, or
approximately $0.0003 per share, of outstanding advances from the Sponsor towards the issuance of 8,625,000 shares of Class B common stock. In September 2021, we effected a stock dividend of 0.3694 shares for each share of Class B common
stock outstanding, resulting in the Sponsor holding 11,810,833 Founder Shares. The Founder Shares include an aggregate of up to 1,507,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters over-allotment is not
exercised in full or in part, so that the holders of the Founder Shares will collectively own, on an as-converted basis, 25% of the Companys issued and outstanding shares after the IPO (including the
Private Placement Shares). As a result of the underwriters option not to exercise its over-allotment option, a total of 1,507,500 Founder Shares were forfeited. On June 28, 2023, the Sponsor converted 4,000,000 shares of Class B
common stock into 4,000,000 shares of non-redeemable Class A common stock, which represents 40% of the outstanding shares of Class A common stock.
In connection with the closing of our IPO, our Sponsor sold 2,473,864 Founder Shares to certain anchor investors at their original purchase
price. The Company estimated the aggregate fair value of the Founder Shares attributable to the anchor investors to be $20,656,764, or $8.35 per share.
Our Sponsor and Cantor purchased an aggregate of 910,000 Private Placement Units (610,000 Private Placement Units purchased by our Sponsor and
300,000 Private Placement Units purchased by Cantor, the latter of which are subject to forfeiture by Cantor upon consummation of the Business Combination) for a purchase price of $10.00 per Unit in the Private Placement that occurred simultaneously
with the closing of our IPO. Each Private Placement Unit contains one share of Class A common stock and one-half of one whole Private Placement Warrant. Each whole warrant contained in a Private Placement
Unit entitles the holder to purchase one whole share of Class A common stock at $11.50 per share. The Private Placement Warrants included in the Private Placement Units (including the Class A common stock issuable upon exercise thereof)
may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination. Additionally, the Private Placement Warrants are exercisable on a cashless basis
and are non-redeemable so long as they are held by the Sponsor, Cantor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, Cantor or their permitted
transferees, the Private Placement Warrants are redeemable by us and exercisable by such holders on the same basis as the Public Warrants.
Pursuant to the Letter Agreement, the holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer,
assign or sell any of the Founder Shares until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the
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