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, 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 ...

Part I. Financial Information This part covers the company's financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Marblegate Acquisition Corp. as of March 31, 2022, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with notes detailing the company's formation, IPO, accounting policies, and going concern uncertainty [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2022, the company had total assets of $302.3 million, primarily consisting of $301.6 million in marketable securities held in the Trust Account, with total liabilities of $15.5 million including a $15 million deferred underwriting fee, resulting in a total stockholders' deficit of $14.8 million Condensed Balance Sheet Data (as of March 31, 2022 vs. December 31, 2021) | Account | March 31, 2022 (Unaudited) | December 31, 2021 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $170,754 | $380,160 | | Marketable securities held in Trust Account | $301,570,196 | $301,518,928 | | **Total Assets** | **$302,279,362** | **$302,481,269** | | **Liabilities & Stockholders' Deficit** | | | | Total Current Liabilities | $345,693 | $347,450 | | Deferred underwriting fee payable | $15,000,000 | $15,000,000 | | **Total Liabilities** | **$15,541,343** | **$15,597,700** | | Class A common stock subject to possible redemption | $301,500,000 | $301,500,000 | | **Total Stockholders' Deficit** | **($14,761,981)** | **($14,616,431)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the three months ended March 31, 2022, the company reported a net loss of $145,550, primarily due to $251,418 in operating and formation costs, partially offset by $54,384 in interest income and a $54,600 positive change in warrant liabilities, with no comparable operations in 2021 Statement of Operations (Three Months Ended March 31) | Item | 2022 | 2021 | | :--- | :--- | :--- | | Operating and formation costs | $251,418 | $— | | Loss from operations | ($251,418) | $— | | Interest income on marketable securities | $54,384 | $— | | Change in fair value of warrant liabilities | $54,600 | $— | | **Net loss** | **($145,550)** | **$—** | | Basic and diluted net loss per share | ($0.00) | $— | [Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) The company's total stockholders' deficit increased from $(14,616,431) at December 31, 2021, to $(14,761,981) at March 31, 2022, entirely due to the **net loss of $145,550** incurred during the period - The **total stockholders' deficit increased by $145,550** during the three months ended March 31, 2022, which directly corresponds to the net loss for the period[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the three months ended March 31, 2022, net cash used in operating activities was $209,406, with no financing or investing activities outside the Trust Account, leading to a decrease in the company's cash balance from $380,160 to $170,754 Cash Flow Summary (Three Months Ended March 31) | Cash Flow Item | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($209,406) | ($525) | | Net cash provided by financing activities | $— | $526 | | **Net Change in Cash** | **($209,406)** | **$1** | | Cash – Beginning of period | $380,160 | $— | | **Cash – End of period** | **$170,754** | **$1** | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20%28Unaudited%29) The notes clarify the company's status as a blank check company, detailing its IPO, the $301.5 million placed in a trust account, and the substantial doubt about its ability to continue as a going concern without completing a business combination by January 5, 2023, also covering accounting policies, related party transactions, and a $15 million deferred underwriting fee - The **Company is a blank check company formed to effectuate a business combination and had not commenced any operations as of March 31, 2022**[25](index=25&type=chunk)[27](index=27&type=chunk) - The **company has until January 5, 2023 (the "Combination Period") to complete a Business Combination, or it will be required to cease operations and liquidate the Trust Account**[38](index=38&type=chunk) - **Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern through its liquidation date of January 5, 2023, due to the need to complete a business combination and potential need for additional financing**[48](index=48&type=chunk) - The Sponsor has committed to provide **up to $600,000** to fund cash shortfalls for working capital needs[47](index=47&type=chunk)[92](index=92&type=chunk) - The underwriters are entitled to a **deferred fee of $15,000,000**, payable in cash from the Trust Account upon the closing of a Business Combination[95](index=95&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check entity with no current operations or revenue, attributing the Q1 2022 net loss of $145,550 to operating costs offset by interest income and warrant liability changes, while highlighting liquidity and the substantial doubt about its going concern ability without a business combination by January 5, 2023, despite the Sponsor's $600,000 working capital commitment - The **company's activities to date have been limited to organizational tasks, preparing for the IPO, and searching for a business combination target**[124](index=124&type=chunk) - For the three months ended March 31, 2022, the **net loss was $145,550**, resulting from **operating costs of $251,418**, offset by **interest income of $54,384** and a **$54,600 gain on the fair value of warrant liabilities**[125](index=125&type=chunk) - As of March 31, 2022, the company had **$170,754 in cash** and **$301,570,196 in marketable securities** held in the trust account[131](index=131&type=chunk)[133](index=133&type=chunk) - **Conditions raise substantial doubt about the Company's ability to continue as a going concern through its liquidation date of January 5, 2023. The Sponsor has agreed to fund cash shortfalls up to $600,000 to support operations**[135](index=135&type=chunk) - The company has a contractual obligation to pay its Sponsor **$10,000 per month** for administrative support until a business combination or liquidation[137](index=137&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) This section is not applicable as the company is a smaller reporting company and is therefore not required to provide these disclosures - **Disclosure is not required for smaller reporting companies**[145](index=145&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the principal executive and financial officers, concluded that as of March 31, 2022, the company's disclosure controls and procedures were effective in ensuring timely recording, processing, and reporting of information required for SEC reports - Based on an evaluation as of March 31, 2022, the company's Certifying Officers concluded that **disclosure controls and procedures were effective**[147](index=147&type=chunk) Part II. Other Information This part details legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - The **company has no legal proceedings to report**[151](index=151&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) This section highlights no material changes to previously disclosed risk factors, except for a new risk concerning potential changes in laws or regulations, specifically citing the SEC's proposed rules for SPACs issued on March 30, 2022, which could increase the costs and time required to complete a business combination - **A new risk factor has been identified concerning proposed SEC rules from March 30, 2022, relating to SPACs. These rules, if adopted, could increase costs and time needed to complete an initial business combination**[153](index=153&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds during the period - **None reported**[154](index=154&type=chunk) [Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - **None reported**[155](index=155&type=chunk) [Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - **None reported**[155](index=155&type=chunk) [Other Information](index=26&type=section&id=Item%205.%20Other%20Information) The company reports no other information - **None reported**[156](index=156&type=chunk) [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act of 2002, and Inline XBRL documents - **Exhibits filed include Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906, and various Inline XBRL documents**[157](index=157&type=chunk)

PART I [Business](index=7&type=section&id=Item%201.%20Business) Marblegate Acquisition Corp. is a SPAC focused on acquiring recently restructured businesses, with a deadline of January 5, 2023, to complete a business combination - The company is a blank check company (SPAC) focused on acquiring recently restructured businesses, leveraging management's distressed investing expertise[22](index=22&type=chunk) Initial Public Offering and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Date | October 5, 2021 | | Units Offered | 30,000,000 | | Price Per Unit | $10.00 | | Gross Proceeds from IPO | $300,000,000 | | Gross Proceeds from Private Placement | $9,100,000 | | Total Placed in Trust Account | $301,500,000 | | Funds Available for Combination (as of 12/31/21) | $286,518,928 (after deferred fees) | - The deadline for completing an initial business combination is **January 5, 2023**, with failure leading to liquidation and public share redemption[25](index=25&type=chunk)[107](index=107&type=chunk) - Key acquisition criteria include a post-restructured status, revitalized growth strategy, valuation discount, stronger balance sheet, and compelling industry characteristics[44](index=44&type=chunk) - The initial business combination's fair market value must be at least **80%** of the trust account assets at the definitive agreement signing[54](index=54&type=chunk)[68](index=68&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) The company faces inherent risks as a blank check company, including the inability to complete a business combination, conflicts of interest, and post-combination performance uncertainties - As a blank check company with no revenue, evaluating the ability to select a suitable business target is challenging[138](index=138&type=chunk) - Failure to complete an initial business combination within the prescribed timeframe risks liquidation and worthless warrants[138](index=138&type=chunk)[140](index=140&type=chunk) - Conflicts of interest may arise from officers' and directors' other business commitments and potential personal gains despite public stockholder losses[138](index=138&type=chunk)[140](index=140&type=chunk) - Warrants are accounted for as derivative liabilities, with fair value changes reported in earnings potentially impacting stock price[140](index=140&type=chunk) [Unresolved Staff Comments](index=26&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - Not applicable[142](index=142&type=chunk) [Properties](index=26&type=section&id=Item%202.%20Properties) The company's executive offices are located in New York, NY, and are considered adequate for current operations - The company's executive offices are located at c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, NY 10105[143](index=143&type=chunk) [Legal Proceedings](index=26&type=section&id=Item%203.%20Legal%20Proceedings) There is no pending or contemplated litigation against the company or its officers and directors - There is no pending or contemplated litigation against the company[144](index=144&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[145](index=145&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=27&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, Class A common stock, and public warrants trade on Nasdaq, with **$301.5 million** from IPO proceeds placed in a trust account, and no cash dividends paid to date Nasdaq Trading Information | Security | Symbol | Trading Commenced | | :--- | :--- | :--- | | Units | GATEU | October 1, 2021 | | Public Shares (Class A) | GATE | November 22, 2021 | | Public Warrants | GATEW | November 22, 2021 | - As of **March 31, 2022**, there were limited record holders for units, Class A common stock, and warrants[149](index=149&type=chunk) - The company has not paid and does not plan to pay cash dividends prior to completing its initial business combination[150](index=150&type=chunk) - A total of **$301,500,000** was placed in a U.S.-based trust account from the IPO and private placement[154](index=154&type=chunk) [Reserved](index=28&type=section&id=Item%206.%20Reserved) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company with no revenue, the company reported a **net loss of $267,638** in FY2021, holding **$301.5 million** in trust account marketable securities Results of Operations | Period | Net Loss | Key Components | | :--- | :--- | :--- | | Year Ended Dec 31, 2021 | $267,638 | Consists of $503,572 in operating costs, offset by a $259,350 change in fair value of warrant liabilities and $35,823 in interest income | | Dec 10, 2020 (Inception) to Dec 31, 2020 | $1,000 | Consisted of operating and formation costs | Liquidity and Capital Resources (as of Dec 31, 2021) | Item | Amount | | :--- | :--- | | Cash (outside trust) | $380,160 | | Marketable securities in Trust Account | $301,518,928 | | Cash used in operating activities (FY 2021) | $739,303 | - The sponsor or affiliates may provide loans up to **$1,500,000** for working capital or transaction costs, convertible into units at **$10.00** per unit[172](index=172&type=chunk) - Critical accounting policies include warrant accounting as re-measured liabilities and Class A common stock classification as temporary equity[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure is limited, with trust account proceeds invested in short-term U.S. government treasury obligations, resulting in no material interest rate risk - The company has not engaged in and does not expect to engage in any hedging activities[185](index=185&type=chunk) - Trust account proceeds are invested in short-term U.S. government treasury obligations, leading to no material interest rate risk exposure[186](index=186&type=chunk) [Financial Statements and Supplementary Data](index=31&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section references the company's financial statements and supplementary data, located on pages F-1 through F-18 of the report - This item references the detailed financial statements located on pages **F-1 through F-18** of the annual report[187](index=187&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=32&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[188](index=188&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of **December 31, 2021**, with no management report on internal control over financial reporting included - As of **December 31, 2021**, the company's certifying officers concluded that disclosure controls and procedures were effective[190](index=190&type=chunk) - The report omits a management assessment of internal control over financial reporting, permissible for newly public companies under SEC rules[192](index=192&type=chunk) [Other Information](index=32&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[193](index=193&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=32&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[194](index=194&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=33&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's directors and executive officers, board structure, independent audit and compensation committees, and adopted Code of Ethics Key Management and Directors | Name | Position | | :--- | :--- | | Andrew Milgram | Chief Executive Officer and Executive Director | | Paul Arrouet | President and Executive Director | | Mark Zoldan | Chief Financial Officer | | Harvey Golub | Chairman of the Board | | Richard Goldman | Director | | Alan Mintz | Director | | Wallace Mathai-Davis | Director | - The Board of Directors maintains an Audit Committee chaired by Alan Mintz and a Compensation Committee chaired by Richard Goldman[208](index=208&type=chunk)[212](index=212&type=chunk) - The company has adopted a Code of Ethics, with audit and compensation committee charters filed as registration statement exhibits[220](index=220&type=chunk) [Executive Compensation](index=37&type=section&id=Item%2011.%20Executive%20Compensation) No officers receive cash compensation; the sponsor is paid **$10,000** monthly for administrative support, and officers are reimbursed for out-of-pocket expenses - No officers receive cash compensation; the sponsor is paid **$10,000** per month for administrative support, ceasing upon business combination or liquidation[222](index=222&type=chunk) - Officers and directors are reimbursed for out-of-pocket expenses incurred in identifying and performing due diligence on potential target businesses[222](index=222&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=38&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of **March 31, 2022**, the sponsor and executive officers collectively beneficially own approximately **20.5%** of the common stock, with other significant shareholders holding over **5%** Beneficial Ownership as of March 31, 2022 | Beneficial Owner | Approximate Percentage of Outstanding Common Stock | | :--- | :--- | | Marblegate Acquisition LLC (Sponsor) | 20.5% | | Andrew Milgram (CEO) | 20.5% | | Paul Arrouet (President) | 20.5% | | The Farallon Funds | 7.2% | | Polar Asset Management Partners Inc. | 7.2% | | AQR Capital Management, LLC | 6.8% | [Certain Relationships and Related Transactions, and Director Independence](index=39&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Related party transactions include the sponsor's purchase of founder shares and private placement units, monthly administrative fees of **$10,000**, and potential loans up to **$1.5 million**; certain directors are deemed independent - The sponsor purchased **8,625,000** founder shares for **$25,000** and **610,000** private placement units for **$6.1 million**[233](index=233&type=chunk)[234](index=234&type=chunk) - The company pays the sponsor **$10,000** per month for administrative support and has an arrangement for potential non-interest bearing loans up to **$1,500,000** from the sponsor or affiliates for transaction costs[237](index=237&type=chunk)[240](index=240&type=chunk) - The Board of Directors has determined Richard Goldman, Alan Mintz, and Wallace Mathai-Davis are independent directors per Nasdaq listing standards[250](index=250&type=chunk) [Principal Accountant Fees and Services](index=41&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details fees paid to Marcum LLP, with total audit fees of **$67,965** for FY2021, and all services pre-approved by the audit committee Accountant Fees (Marcum LLP) | Fee Category | FY 2021 | FY 2020 | | :--- | :--- | :--- | | Audit Fees | $67,965 | $0 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | PART IV [Exhibit and Financial Statement Schedules](index=43&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Form 10-K, including financial statements and an index of all exhibits - This section provides an index to the financial statements (pages **F-2 to F-7**) and a list of all exhibits filed with the report[259](index=259&type=chunk)[372](index=372&type=chunk) [Form 10-K Summary](index=43&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[260](index=260&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=46&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Marcum LLP issued an unqualified opinion on the financial statements, emphasizing the company's SPAC status and **January 5, 2023**, liquidation deadline if a business combination is not completed - Marcum LLP expressed an unqualified opinion on the company's financial statements[264](index=264&type=chunk) - The report emphasizes the company's need to consummate a business combination by **January 5, 2023**, to avoid liquidation[265](index=265&type=chunk) [Financial Statements Data](index=47&type=section&id=Financial%20Statements%20Data) As of **December 31, 2021**, the balance sheet shows **$302.5 million** in total assets, primarily trust account securities, **$15.6 million** in liabilities, and a **$267,638** net loss for the year Balance Sheet Highlights (as of December 31, 2021) | Account | Amount | | :--- | :--- | | **Assets** | | | Cash | $380,160 | | Marketable securities held in Trust Account | $301,518,928 | | **Total Assets** | **$302,481,269** | | **Liabilities & Stockholders' Deficit** | | | Total Current Liabilities | $347,950 | | Warrant liability | $250,250 | | Deferred underwriting fee payable | $15,000,000 | | **Total Liabilities** | **$15,597,700** | | Class A common stock subject to possible redemption | $301,500,000 | | Total Stockholders' Deficit | ($14,616,431) | Statement of Operations (Year Ended December 31, 2021) | Account | Amount | | :--- | :--- | | Operating and formation costs | ($503,572) | | Interest income on marketable securities | $35,823 | | Change in fair value of warrant liabilities | $259,350 | | **Net Loss** | **($267,638)** | [Notes to Financial Statements](index=51&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's accounting policies, SPAC organization, IPO and private placement specifics, related party transactions, commitments, and warrant accounting as fair-valued liabilities - The company must complete a Business Combination by **January 5, 2023**, or face liquidation[294](index=294&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity on the balance sheet[312](index=312&type=chunk) - The company has a related party administrative support agreement with its Sponsor at a cost of **$10,000** per month[339](index=339&type=chunk) - Private Placement Warrants are treated as liabilities, measured at fair value using a binomial lattice model (Level 3 input), with changes recognized in the statement of operations[365](index=365&type=chunk)[366](index=366&type=chunk)

Table of Contents ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 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, 2021 or Commission File Number: 001-40862 MARBLEGATE ACQUISITION CORP. Securities registered pursuant to Section 12(b) of the Act: | Title of ...