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Marblegate Acquisition Corp. (NASDAQ:GATE), a special purpose acquisition company (SPAC), has waived a key condition for its impending business combination with the DePalma Companies, according to a recent filing with the U.S. Securities and Exchange Commission. The waiver, dated April 5, 2025, removes the requirement for the combined entity to be listed on The Nasdaq Capital Market as a condition to closing the transaction. For investors tracking SPAC developments, InvestingPro offers comprehensive SPAC analytics and real-time updates to help navigate these complex transactions.
The business combination, initially announced on February 14, 2023, involves Marblegate Asset Management LLC, Marblegate Capital Corporation, MAC Merger Sub Inc., DePalma Acquisition I LLC, and DePalma Acquisition II LLC. The closing of this deal is expected to occur today, after which Marblegate Acquisition Corp. will be delisted from Nasdaq and the combined company intends to have its securities quoted on the OTCQX Best Market under the ticker symbols "GATE" and "GATEW." Investors seeking detailed analysis of similar SPAC transitions can access advanced screening tools and expert insights through InvestingPro’s portfolio ideas.
This strategic move follows the parties’ entry into a material definitive agreement to merge, with Marblegate Acquisition Corp. surviving as a wholly-owned subsidiary of the newly formed entity. However, the filing cautions that there is no assurance a market will be made for the new entity’s securities post-merger, or that trading will continue on the OTC Market or any other platform.
Investors and interested parties were directed to the definitive proxy statement/prospectus filed on February 14, 2025, for more details about the proposed business combination. The document, which contains important information about the DePalma Companies, Marblegate Acquisition Corp., and the transaction, is available without charge on the SEC’s website.
The SEC filing also contained forward-looking statements, outlining expectations for the combined company’s securities trading and potential risks. These include the possibility that conditions to closing might not be satisfied, the timing of the closing, legal proceedings, and the ability to have the securities listed on Nasdaq following the transaction.
The information presented in this article is based on the aforementioned SEC filing.
In other recent news, Marblegate Acquisition Corp. has received a delisting notice from the Nasdaq Stock Market due to non-compliance with listing rules. The company failed to complete a business combination within the required 36-month timeframe, even after being granted an extension until March 31, 2025. As a result, Marblegate’s securities will be suspended from trading on Nasdaq and will transition to the OTC Markets. In a special meeting, stockholders approved a business combination with Marblegate Asset Management, LLC, and DePalma companies, which is expected to close on March 31, 2025. This merger will result in Marblegate becoming a wholly-owned subsidiary of the newly formed Marblegate Capital Corporation. Additionally, Marblegate has secured a $485,000 promissory note from its sponsor-affiliated fund to cover working capital expenses. The note is payable upon the completion of the business combination or the company’s winding up, with an option to convert part of it into Class A common stock. These developments are part of Marblegate’s ongoing efforts to finalize its business objectives and comply with regulatory requirements.
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