JANUARY – JUNE: Q2 2025 INTERIM REPORT IMPORTANT INFORMATION - PLEASE READ THE FOLLOWING BEFORE CONTINUING READING This presentation (the "Presentation") has been prepared by Jumpgate AB ("Jumpgate" or the "Company") and is provided for information purposes only. By attending a meeting where this Presentation is presented or by accessing information contained in or obtained from the Presentation, including by reading this Presentation, you agree to be bound by the following limitations and notifications. Th ...

Marblegate positioned to leverage its successful record of driving positive change in the taxi industry to deliver value for owners, drivers, and investors Firm was pivotal to the success of NYC Taxi Medallion MRP+ program which has been hailed by federal, state and city officials for stabilizing the industry NEW YORK, April 10, 2025 /PRNewswire/ -- Marblegate Capital Corporation (MCC) and Marblegate Acquisition Corp. (MAC) (previouslyNasdaq: GATE), a publicly traded special purpose acquisition company spon ...

IPO and Trust Account - The company completed its initial public offering on October 5, 2021, raising gross proceeds of $300 million from the sale of 30 million units at $10.00 per unit[28]. - A total of $301.5 million was placed in the trust account, consisting of $292.4 million from the IPO and $9.1 million from a private placement[29]. - The trust account held approximately $11.02 per public share as of December 31, 2024, including accrued interest[108]. - As of December 31, 2024, the trust account holds $4,064,428 available for an initial business combination[79]. - The amount held outside the trust account as of December 31, 2024, was $71,532[139]. - The company intends to use cash from its initial public offering and private placement units to effectuate the initial business combination[80]. - The company may seek additional funds through private offerings of debt or equity securities to complete the initial business combination[82]. - The company will not complete the initial business combination if the cash required for redemptions exceeds the available cash[115]. - If the initial business combination is not completed, the redemption price for public shares will be based on the aggregate amount in the trust account, estimated at approximately $10.93 per share as of December 31, 2024[132]. - The company intends to redeem public shares as soon as reasonably possible following the end of the Combination Period[141]. Business Combination and Strategy - The initial business combination must be completed by April 5, 2025, or the company will terminate and distribute the trust account funds[30]. - The DePalma Business Combination is valued at approximately $750 million, plus a minimum cash amount, with shares expected to trade on Nasdaq[42]. - The company plans to leverage its management team's expertise to identify and acquire post-restructured companies, focusing on sectors like education and healthcare[50]. - The management team aims to create value for stockholders by acquiring companies at discounted valuations with reduced liabilities[55]. - Marblegate targets companies that have strengthened their balance sheets through restructuring, which can drive positive operating results and stable growth potential[70]. - The company aims to complete business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[75]. - The company anticipates structuring the initial business combination to acquire 100% of the equity interests or assets of the target business[90]. - The company is focusing its search for an initial business combination in a single industry, which may limit diversification[94]. - The company has significant costs associated with pursuing acquisition plans and cannot assure successful completion of a Business Combination[185]. Stockholder Actions and Rights - Stockholders redeemed approximately $293.5 million (about $10.12 per share) during the first extension of the combination period[31]. - In the second extension, stockholders redeemed approximately $2.5 million (about $10.29 per share)[32]. - The third extension resulted in redemptions of approximately $1.4 million (about $10.62 per share)[33]. - Public stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering without prior consent, aimed at preventing stockholder manipulation[118]. - The company will provide public stockholders with redemption rights upon completion of the initial business combination, with the redemption price based on the trust account balance[108]. - If stockholder approval is required, the company will distribute proxy materials and provide redemption rights as described[113]. - The redemption process will remain open for at least 20 business days if conducted under tender offer rules[112]. - Public stockholders who elect to redeem their shares will receive funds promptly after the completion of the initial business combination[124]. - If the initial business combination is not approved, public stockholders who elected to redeem their shares will not be entitled to any redemption[125]. Financial Performance and Risks - For the year ended December 31, 2024, the company reported a net loss of $2,394,517, with operating costs of $2,572,136 and interest income of $253,924[197]. - For the year ended December 31, 2023, the company reported a net loss of $5,389,629, with operating and formation costs of $5,747,453 and interest income of $427,781[198]. - The company has incurred significant costs in pursuit of acquisition plans and may need to raise additional capital to meet working capital needs[210]. - The company faces substantial doubt about its ability to continue as a "going concern" due to various risks including market conditions and regulatory approvals[163]. - The company has not reserved funds for indemnification obligations related to claims by third parties[135]. - There is no guarantee that vendors or service providers will waive claims against the trust account, which could affect the funds available for redemption[133]. - The company’s sponsor has agreed to indemnify the trust account if claims reduce the amount below $10.05 per public share[134]. - The trust account may be subject to bankruptcy claims, which could deplete funds and affect the ability to return $10.05 per share to stockholders[144]. Compliance and Regulatory Matters - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[152]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2024, as required by the Sarbanes-Oxley Act[151]. - The company may not be able to acquire a target business if it cannot provide financial statements in accordance with GAAP or IFRS[150]. - The company received a notice from Nasdaq regarding non-compliance with the listing rule, which could lead to delisting and affect liquidity and trading price[160]. - The company has until March 31, 2025, to complete the DePalma Business Combination to maintain its listing on Nasdaq[161]. - The Company intends to complete the DePalma Business Combination as soon as practicable despite the delisting from Nasdaq, which is expected to occur on April 4, 2025[162]. Management and Operational Structure - The management team has a history of successful acquisitions, leveraging extensive industry knowledge and relationships[58]. - The company has three officers who are not obligated to devote specific hours until the initial business combination is completed[148]. - The company has no long-term debt or capital lease obligations, only incurring fees of up to $10,000 per month for administrative support since September 30, 2021[213]. - The company accounts for warrants as liabilities at fair value, subject to re-measurement at each reporting period until exercised or expired[216]. - Class A common stock subject to possible redemption is classified as temporary equity and presented at redemption value, reflecting uncertain future events[218]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which the company does not expect to materially impact its financial statements[220]. - There have been no changes or disagreements with accountants regarding accounting and financial disclosure[223]. - Disclosure controls and procedures are in place to ensure timely reporting of required information under the SEC's rules[224].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:001-40862 MARBLEGATE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-4249135 (State or other jurisdiction of incorporation or ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40862 MARBLEGATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or Delaware 85-4249135 (Sta ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:001-40862 MARBLEGATE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-4249 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40862 MARBLEGATE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-4249135 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:001-40862 MARBLEGATE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40862 MARBLEGATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 85-4249135 (Sta ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40862 MARBLEGATE ACQUISITION CORP. Delaware 85-4249135 (State or other jurisdiction of incorporation or o ...