Marblegate Acquisition Corp. faces Nasdaq delisting

Marblegate Acquisition Corp. (NASDAQ:GATE), a special purpose acquisition company (SPAC) with a market capitalization of $417.54 million, received a delisting notice from the Nasdaq Stock Market on April 2, 2025, due to non-compliance with the exchange’s listing rules. The company’s securities, which according to InvestingPro data have shown significant volatility with a 192% return over the past year, will be suspended from trading starting April 4, 2025.

The delisting stems from Marblegate’s failure to complete a business combination within the 36-month timeframe mandated by Nasdaq’s Listing Rule IM-5101-2, following its initial public offering. Despite being granted an extension until March 31, 2025, to fulfill this requirement, the company did not meet the deadline.

Marblegate had previously entered into a business combination agreement on February 14, 2023, with entities including Marblegate Asset Management, LLC, and DePalma Acquisition I LLC, intending to finalize the merger by the extended deadline. However, the company could not satisfy the Nasdaq Hearings Panel’s conditions, which included completing the business combination and demonstrating compliance with all initial listing requirements for the combined entity.

As a result of the suspension, Marblegate’s common stock, units, and warrants will transition to trade on the OTC Markets under the symbols "GATE," "GATEU," and "GATEW," respectively. InvestingPro analysis indicates the company’s concerning financial health, with a current ratio of 0.23 and short-term obligations exceeding liquid assets. The company warns that this market may offer limited trading activity, potentially impacting the trading price and liquidity of its securities.

Marblegate remains committed to completing the business combination and has applied to list the combined company’s securities on Nasdaq post-merger. However, there is no assurance that the securities will be accepted for listing or that the merger will be completed as planned.

The company’s securities were halted by Nasdaq on April 1, 2025, and there has been no indication as to when the halt will be lifted. Before the halt, the stock was trading at $34.1, with InvestingPro data showing a significant 50.2% decline in the past week. Subscribers to InvestingPro can access 9 additional key insights about Marblegate’s financial position and market performance.

The information reported is based on a press release statement and documents filed with the Securities and Exchange Commission, which include a definitive proxy statement/prospectus regarding the proposed business combination. Marblegate’s stockholders and other interested parties can access these materials on the SEC’s website. The company’s latest financial reports show a negative earnings per share of -$0.23, reflecting its pre-combination status as a SPAC.

In other recent news, Marblegate Acquisition Corp. has approved a significant business combination with Marblegate Asset Management, LLC, and DePalma companies. This merger, set to close on March 31, 2025, will result in Marblegate Acquisition Corp. becoming a wholly-owned subsidiary of the newly formed Marblegate Capital Corporation. Stockholders overwhelmingly supported the merger with a vote of 9,512,836 in favor. Additionally, amendments to the company’s charter were approved, including an increase in authorized capital stock from 221 million to 260 million shares.

In related developments, Marblegate Acquisition Corp. issued a promissory note worth up to $485,000 to Marblegate Special Opportunities Master Fund, L.P. This note, dated January 17, 2025, is intended to support working capital expenses and carries no interest. The note is payable upon the completion of the company’s initial business combination or the effective date of the company’s winding up. Furthermore, the Payee has the option to convert up to $250,000 of the principal amount into Class A common stock at a conversion price of $10.00 per share. These shares will hold the same registration rights as those issued during the company’s initial public offering.

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