Financial Performance - Net sales decreased 6.3% to $2.8 billion, with organic net sales down 5.2% driven by a 2.1% negative impact from price/mix and a 3.1% decrease in volume[5]. - Gross profit decreased 17.3% to $710 million, and adjusted gross profit decreased 19.1% to $704 million due to lower net sales and inflation in cost of goods sold[6]. - Reported diluted earnings per share (EPS) was $0.30, a 53.1% decrease, while adjusted EPS was $0.51, a 26.1% decrease[6]. - Net income attributable to Conagra Brands decreased 53.0% to $145 million, or $0.30 per diluted share, compared to $309 million, or $0.64 per diluted share in the prior year[11]. - Year-to-date net sales were $8,831.0 million, a decline of 3.4% from $9,145.0 million in the same period last year[53]. - Year-to-date net income attributable to Conagra Brands, Inc. was $896.4 million, down 2.0% from $914.5 million year-over-year[53]. - Adjusted net income for Q3 FY25 was $242.1 million, with diluted EPS of $0.51, down 26.3% compared to the previous year[59]. - Net income for the thirty-nine weeks ended February 23, 2025, was $896.5 million, down from $914.9 million, reflecting a decrease of about 2.6%[55]. Cash Flow and Debt - Free cash flow decreased by $180 million to $1.0 billion, with capital expenditures at $304 million compared to $310 million in the prior year[25]. - The company ended the quarter with net debt of $8.1 billion, representing a 5.9% reduction in net debt versus the prior year period[28]. - Cash and cash equivalents at the end of the period decreased to $49.4 million from $78.5 million, a drop of approximately 37.1%[55]. - Year-to-date (YTD) net cash flows from operating activities decreased by 12.1% to $1,346.2 million compared to $1,531.3 million in the previous year[63]. - Free cash flow for YTD FY25 was $1,042.0 million, down 14.7% from $1,221.7 million in FY24[63]. - Total debt as of February 23, 2025, was $8,145.1 million, down from $8,677.3 million in the previous year[63]. - The net debt to adjusted EBITDA ratio was 3.59 as of February 23, 2025[64]. Segment Performance - The Grocery & Snacks segment net sales decreased 3.2% to $1.2 billion, with a volume share gain in snacking and staples categories[13]. - Year-over-year change in net sales for the Grocery & Snacks segment was a decrease of 3.9%[56]. - Grocery & Snacks segment operating profit decreased by 20.6% year-over-year to $237.6 million[57]. - Refrigerated & Frozen segment operating profit saw a significant decline of 52.5% year-over-year, totaling $95.7 million[57]. - The International segment reported a 49.8% increase in operating profit year-over-year, reaching $107.6 million[58]. - Conagra Brands experienced a decline in adjusted operating profit across all segments, with the most significant drop in Refrigerated & Frozen at 38.8%[57]. Expenses and Costs - Selling, general, and administrative expense (SG&A) increased 14.5% to $444 million, primarily due to charges related to legacy legal matters[9]. - The effective tax rate was 23.3%, slightly down from 23.7% in the prior year quarter[23]. - Cost of goods sold decreased by 2.0% to $2,130.7 million from $2,174.1 million year-over-year[52]. - Legal matters accounted for $95.8 million in expenses in Q3 FY25, impacting overall profitability[57]. - The company reported a loss on divestitures of $27.2 million in the third quarter, compared to no loss in the same period last year[52]. - The company reported asset impairment charges of $121.3 million for the thirty-nine weeks ended February 23, 2025, compared to $50.9 million in the prior year[55]. - Restructuring plans contributed $90.7 million to operating profit adjustments YTD[58]. Guidance and Future Outlook - The company's fiscal 2025 guidance remains unchanged, expecting organic net sales to decline approximately 2% compared to fiscal 2024 and adjusted EPS of approximately $2.35[6][35]. - The company revised its calculation methodology for Adjusted SG&A to include advertising and promotional expenses, impacting prior-year comparisons[47]. Other Financial Metrics - Adjusted EBITDA for YTD FY25 was $1,680.4 million, reflecting an 11.9% decrease from $1,906.8 million in FY24[65]. - Year-to-date (YTD) reported gross profit for Q3 FY25 was $2,296.3 million, accounting for 26.0% of net sales, a decline of 9.2% year-over-year[61]. - The company reported a corporate hedging derivative loss of $7.7 million in Q3 FY25, affecting overall profitability[59]. - The company incurred a net cash outflow from investing activities of $457.2 million, compared to $295.6 million in the previous year[55].

Financial Performance - Total revenues for Q2 FY2025 were $187.1 million, a 23% increase from $151.5 million in Q2 FY2024[4] - Operating income rose to $32.1 million, reflecting a 45% increase compared to $22.1 million in the prior year, with an operating margin of 17.2%[5] - Net earnings for the quarter were $26.6 million, up 47% from $18.1 million in the previous year, with diluted earnings per share increasing by 49% to $2.44[6] - Total operating revenues for the three months ended February 28, 2025, increased to $187.064 million, up 23.5% from $151.519 million for the same period in 2024[23] - Net earnings for the six months ended February 28, 2025, were $43.739 million, a 32.2% increase from $33.142 million for the same period in 2024[28] Segment Performance - International irrigation revenue grew by 42% to $71.0 million, driven by a large project in the MENA region[9] - Infrastructure segment revenues more than doubled to $38.9 million, a 110% increase, primarily due to a significant Road Zipper System project[11] - The irrigation segment's operating income rose to $27.377 million for the three months ended February 28, 2025, compared to $25.649 million in the prior year, reflecting an increase of 6.7%[23] - The infrastructure segment's operating income significantly improved to $13.257 million for the three months ended February 28, 2025, from $3.506 million in the same period last year, an increase of 278.5%[23] Order Backlog and Market Outlook - The backlog of unfilled orders increased to $127.0 million, up from $94.2 million a year earlier, attributed mainly to the MENA irrigation project[13] - The USDA forecasts a 29% increase in U.S. net farm income for 2025, but this is not expected to significantly boost demand for irrigation equipment in North America in the near term[14] - The company remains optimistic about growth in developing markets, particularly in the MENA region, despite challenges in predicting project timing[15] Financial Position - Cash and cash equivalents at the end of the period were $172.044 million, an increase from $133.415 million at the end of the same period in 2024, representing a growth of 28.9%[26] - Total assets increased to $814.185 million as of February 28, 2025, compared to $765.280 million as of February 29, 2024, marking a growth of 6.4%[26] - Total liabilities increased to $297.766 million as of February 28, 2025, compared to $282.246 million as of February 29, 2024, reflecting a rise of 5.5%[26] - The company reported a net cash provided by operating activities of $33.880 million for the six months ended February 28, 2025, compared to $12.136 million for the same period in 2024, indicating a substantial increase[28] - The company’s total current assets reached $526.684 million as of February 28, 2025, up from $500.713 million a year earlier, representing a growth of 5.2%[26] Strategic Initiatives - The company has implemented a comprehensive action plan to mitigate the impact of recently announced tariffs, anticipating a marginal increase in costs[15] - The infrastructure business's strong performance supports full-year growth expectations for FY2025, despite inflationary pressures on construction costs[14] - The company plans to continue investing in innovative technology solutions within its irrigation segment, including advancements in GPS positioning and industrial IoT solutions[23]

Financial Performance - Net sales for Q2 FY25 were $891.7 million, a decrease of 4.7% compared to $935.3 million in Q2 FY24[2] - Income from operations was $62.2 million, down 31.7% from $91.2 million in the prior year quarter[2] - Operating margin decreased to 7.0% from 9.7% year-over-year[2] - Net income attributable to MSC was $39.3 million, a decline of 36.4% from $61.8 million in Q2 FY24[2] - Diluted EPS for Q2 FY25 was $0.70, compared to $1.10 in the same quarter last year, reflecting a 36.4% decrease[3] - Average daily sales declined 4.7% year-over-year, but January and February showed improved performance[2] - Gross profit for the twenty-six weeks ended March 1, 2025, was $743.4 million, down 5.0% from $781.7 million in the prior year[14] - Net income attributable to MSC Industrial for the thirteen weeks ended March 1, 2025, was $39.3 million, a decline of 36.6% from $61.8 million in the same period last year[14] - The company reported a diluted net income per share of $0.70 for the thirteen weeks ended March 1, 2025, compared to $1.10 for the same period in 2024[14] - Comprehensive income attributable to MSC Industrial for the twenty-six weeks ended March 1, 2025, was $79.6 million, down from $131.6 million in the prior year[16] - For the twenty-six weeks ended March 2, 2024, net sales reached $1.89 billion, with a gross margin of 41.4%[30] - Operating income for the same period was $192.8 million, with an operating margin of 10.2%[30] - The company reported a net income of $130.7 million for the twenty-six weeks, with diluted earnings per share of $2.32[30] Shareholder Returns - The company returned approximately $60 million to shareholders through dividends and share repurchases during Q2 FY25[2] - The company repurchased $30.5 million of Class A Common Stock during the twenty-six weeks ended March 1, 2025[18] Future Outlook - The outlook for Q3 FY25 anticipates average daily sales growth between -2.0% and 0.0%[4] - MSC aims to achieve long-term objectives of 400 basis points or more of growth above the IP Index and expand operating margins to the mid-teens[2] - The company expects continued growth in net sales and improvements in operating margins in the upcoming quarters[27] - MSC Industrial is focusing on market expansion and new product development to drive future growth[27] Operating Expenses - Operating expenses were $291.2 million, representing 31.1% of sales[28] - Total other expenses for the second quarter were $11.2 million[28] - The company incurred restructuring and other costs of $1.4 million for the thirteen weeks ended March 1, 2025[24] - Restructuring and other costs amounted to $7.1 million for the twenty-six weeks[30] - Total other expense for the thirteen weeks ended March 1, 2025, was $(10.5) million, compared to $(11.2) million in the same period last year[14] Cash Flow - Cash flows from operating activities for the twenty-six weeks ended March 1, 2025, were $156.3 million, slightly down from $159.9 million in the prior year[18] - Cash and cash equivalents at the end of the period were $41.3 million, an increase from $22.2 million at the end of the same period last year[18]

Financial Performance and Challenges - Katmandu Park in Punta Cana was closed in March 2024 due to financial and operational challenges, leading to losses in the Sierra Parima segment in 2023[29]. - Sierra Parima segment reported a fixed asset impairment of $46.7 million due to financial and operational challenges at Katmandu Park DR, resulting in a fair value of zero for the Company's investment in Sierra Parima[77]. Strategic Partnerships and Agreements - The FBB division entered a licensing agreement with The Hershey Company in January 2024 to develop Hershey-branded LBE experiences in the US and international markets[30]. - A non-binding letter of intent was signed in November 2024 for Infinite Acquisitions to acquire OES, a developer of complex ride systems, with the Company to operate OES if the transaction proceeds[32]. - The joint venture with Raging Power Limited will develop the Vquarium experience at the 11 SKIES project, with Falcon's receiving 16.6% to 20.6% of gross revenue from this location[66]. - The joint ventures with Meliá allow for shared capital contributions and responsibilities in developing FBD resort destinations, enhancing operational efficiency[69]. Asset Management and Sales - The Company anticipates approximately $30 million from the potential sale of non-core assets identified for disposition, aligning with its long-term asset-efficient strategy[33]. - FCG anticipates a total contract value of approximately $83.1 million from the Consultancy Services Agreement if all opportunities are won[95]. Employee and Workforce Management - As of December 31, 2024, Falcon's had 207 full-time employees, with 174 in Orlando and 33 in the Philippines[118]. - The joint ventures with Meliá employed approximately 179 year-round, full-time employees, with 170 in Spain and 9 in the Dominican Republic[120]. - A pre-agreement for a 5.0% wage increase in 2023 and 3.3% in 2024 was announced for positions covered by collective bargaining agreements in Spain[121]. - Falcon's was awarded the Top Workplaces Orlando regional award for the second consecutive year in 2023[118]. Marketing and Brand Development - The marketing strategy emphasizes brand development and visibility, targeting customers, clients, and investors through integrated campaigns and public relations efforts[87]. - The FBB division aims to monetize original brands through strategic content and consumer product activations, leveraging data to optimize audience engagement[79]. - The company is focused on expanding its intellectual property, including Vquarium and other original brands, across various entertainment formats[67]. Insurance and Risk Management - The company maintains insurance coverage deemed commercially reasonable for various liabilities, including property and general liability[123]. - Joint ventures maintain insurance for property and professional services liability, which is considered adequate for foreseeable losses[126]. - The majority of current insurance policies were renewed at the beginning of the second quarter of 2024[128]. - The company evaluates its insurance policies annually, which may involve renegotiation of terms as necessary[128]. - There is no assurance that insurance coverage will be adequate to cover all potential claims, which could materially affect the company[125]. - The joint ventures may experience material losses that exceed or are not covered by their insurance[127]. Operational Developments - Falcon's Attractions was created in March 2024 to operate rides and attractions sales efforts within the FBB division[31]. - Falcon's Central plans to create mixed-use entertainment destinations in high-traffic areas, featuring a variety of retail, dining, and entertainment experiences[78]. - FBD's new strategy focuses on building relationships with commercial developers and brands to create diverse entertainment destinations[97]. - Falcon's is the lead master planner for a water theme park in Qiddiya, planned to span over 252,000 square meters with 22 rides and attractions[58]. - FCG has been engaged to lead the design of 26 different entertainment assets located in Qiddiya, Saudi Arabia[109]. Shareholder and Stock Information - A stock dividend of 0.2 shares of Class A Common Stock per share was declared on September 30, 2024, with a total of 2,017,640 shares issued on December 17, 2024[34][35]. - An Earnout Forfeiture occurred, resulting in the forfeiture of 437,500 shares of Class A Common Stock and 17,062,500 shares of Class B Common Stock[36]. - The Company has 1,000,000 earnout shares of Class A Common Stock and 39,000,000 earnout shares of Class B Common Stock outstanding, contingent on stock price milestones during the Earnout Period[37][38]. Future Growth and Development - The company is currently accessing potential acquisition targets to support growth in its B2B marketing efforts[98]. - Falcon's Beyond Destinations (FBD) is implementing an asset-efficient strategy to expand operations quickly and reduce risks by partnering with developers of existing commercial properties[63]. - Over the last 25 years, the company has realized over $120 billion in location-based entertainment projects[99].

Revenue and Financial Performance - In 2022, 96.7% of the company's external revenues were derived from its VIE, decreasing to 95.0% in 2023 and projected to be 90.7% in 2024[25] - Revenues for the year ended December 31, 2024, increased to RMB 316,170 thousand, up from RMB 290,232 thousand in 2023, representing a growth of approximately 8.9%[41] - Net loss for the year ended December 31, 2024, decreased to RMB 6,769 thousand, compared to a net loss of RMB 62,668 thousand in 2023, indicating an improvement of approximately 89.2%[41] - Total assets as of December 31, 2024, amounted to RMB 378,033 thousand, a slight increase from RMB 350,187 thousand in 2023[42] - Total liabilities as of December 31, 2024, were RMB 278,635 thousand, compared to RMB 246,466 thousand in 2023, reflecting an increase of approximately 13.0%[42] - Cash and cash equivalents at the end of 2024 were RMB 119,171 thousand, compared to RMB 115,007 thousand at the end of 2023, showing a marginal increase of approximately 1.9%[42] - Net cash provided by operating activities for the year ended December 31, 2024, was RMB 8,541 thousand, a significant recovery from a net cash used of RMB 17,907 thousand in 2023[43] - The company reported a net cash used in investing activities of RMB 5,375 thousand for the year ended December 31, 2024, compared to a net cash provided of RMB 25,126 thousand in 2023[43] - The total equity as of December 31, 2024, was RMB 99,398 thousand, an increase from RMB 103,721 thousand in 2023, indicating a decrease of approximately 4.2%[42] - The company experienced a loss from subsidiaries and VIE of RMB 373 thousand in 2024, a significant improvement from a loss of RMB 45,933 thousand in 2023[41] Regulatory Environment and Compliance - The PRC government has implemented measures requiring cybersecurity reviews for companies holding personal information of over one million users before public offerings[30] - The CSRC's new measures require domestic companies seeking to list overseas to fulfill filing procedures, which may impact future offerings[32] - The company has not received any inquiries or sanctions from the CSRC regarding offshore offerings as of the date of the report[31] - The company is subject to complex regulatory requirements in mainland China, which could materially affect its business if not complied with[111] - The PRC Foreign Investment Law introduces uncertainties regarding the definition of foreign investment, which could affect the company's corporate structure and operations[154] - The company may face significant disruptions if the PRC government revokes the VIE's business licenses or imposes restrictions on its operations[148] - The company is subject to cybersecurity reviews if it holds personal information of more than one million users, which could impact its ability to list securities overseas[152] - The PRC government's oversight could result in material adverse changes in the company's operations and the value of ADSs[213] - The PRC government regulates the internet industry extensively, and any lack of requisite approvals or licenses may have a material adverse effect on the company's operations[176] VIE Structure and Risks - The company is considered the primary beneficiary of the VIE due to contractual arrangements that allow it to direct the VIE's activities and absorb its economic benefits[25] - The company relies on contractual arrangements with the VIE and its shareholders for substantially all business operations, which may not be as effective as direct ownership[155] - The contractual arrangements with the VIE may not be as effective as direct ownership in ensuring the ability to direct business operations[156] - Any failure by the VIE or its shareholders to perform their obligations could have a material adverse effect on the company's business[157] - The legal system in mainland China presents uncertainties that could limit the ability to enforce contractual arrangements with the VIE[158] - Conflicts of interest may arise between the shareholders of the VIE and the company, adversely affecting business operations[161] - The ability to pay dividends from the mainland China subsidiary is contingent on accumulated profits and regulatory requirements[166] - If the VIE goes bankrupt, the company may lose access to material assets essential for operations[167] Data Privacy and Security - The company has adopted measures to comply with the Personal Information Protection Law, which took effect on November 1, 2021, and updates its privacy policies regularly[71] - The Data Security Law, effective September 2021, mandates security reviews for data activities that may affect national security, impacting the company's operations[78] - The company has implemented rigorous data security measures, including encryption and access controls, to protect stored data from breaches[75] - The company faces uncertainties regarding compliance with evolving data protection regulations, which may result in additional costs and operational challenges[73] - The company may be subject to cybersecurity reviews if deemed a critical information infrastructure operator, which could impact its business operations[78] Market and Competitive Landscape - The company faces intense competition in the SAAS market, with potential competitors having greater resources and established relationships, which could impact its market share and revenue[90] - The company must continually invest in research and development to enhance its technology and adapt to rapid changes in the industry, or risk becoming less competitive[89] - The company acknowledges potential legal issues related to AI-generated content, which may lead to claims for damages or regulatory penalties if not properly managed[84] - The trading price of the company's ADSs is likely to be volatile, which could result in substantial losses to investors[51] - The trading price of the ADSs is likely to be volatile due to various factors, including variations in net revenues and announcements of new investments or products[217] Corporate Governance and Shareholder Matters - The company has a dual-class common share structure, with Class A shares having one vote per share and Class B shares having ten votes per share, giving Mr. Weidong Luo 75.7% of total voting power[225][226] - The company's memorandum and articles of association contain anti-takeover provisions that may limit opportunities for shareholders to sell shares at a premium[229] - The board of directors authorized a share repurchase program allowing the company to repurchase up to US$5 million worth of common shares or ADSs until December 31, 2024[223] - As of December 31, 2024, the company had cumulatively repurchased approximately US$1.3 million of ADSs under the authorized repurchase plans[224] Economic and Geopolitical Factors - The Chinese economy has been slowing since 2010, with significant geopolitical tensions affecting economic conditions, which could materially impact the company's financial condition[130] - Rising international political tensions and changes in trade policies may adversely impact the company's business and operating results[214] - Unfavorable government policies on international trade could affect demand for the company's products and services[215]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF ...

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, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File No. 000-41092 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaw ...

Financial Performance - Revenue for the year ended December 31, 2024, was $108,000, a decrease of $390,000 or 76% compared to $498,000 in 2023[380] - Cash used in operating activities was $6,155,000 in 2024, an increase of $3,983,000 or 183% from $2,172,000 in 2023[395] - Net cash provided from financing activities was $6,299,000 in 2024, up by $1,656,000 or 36% from $4,643,000 in 2023[397] - The company had an accumulated deficit of $87,084,000 as of December 31, 2024, raising substantial doubt about its ability to continue as a going concern[387] - The company expects to continue incurring negative cash flows from operations for the next 12 months while investing in sales, marketing, and R&D for the BNA Platform[389] Capital Raising - The company raised approximately $3.5 million from a private placement prior to the merger with WaveDancer, with the purchase price of each PIPE Share set at $4.25[358] - A total of $3,039,000 was raised from the private placement of 246,919 Series C units, sold at a combined purchase price of $12.31 per unit[359] - The company entered into a convertible promissory note agreement for $2,400,000, with a purchase price of $2,040,000, and issued 800,000 shares of common stock upon conversion[360] - The ELOC Purchase Agreement allows the company to sell up to $10,000,000 of common stock to Arena, providing flexibility in capital raising[361] - Subsequent to December 31, 2024, the company raised $10.4 million through the exercise of stock warrants and additional sales of common stock[388] Expenses - Research and development expenses increased by $1,213,000 or 164% to $1,954,000 in 2024, primarily due to management options vesting related to the Merger[381] - Selling and marketing expenses rose by $562,000 or 88% to $1,201,000 in 2024, driven by professional marketing services and brand awareness initiatives[382] - General and administration expenses increased by $3,937,000 or 179% to $6,133,000 in 2024, largely due to costs associated with the Merger and legal fees[383] - Impairment expenses for intangible assets were $874,000 in 2024, compared to nil in 2023, due to a change in management direction[385] BNA Platform Development - The BNA Platform is in pre-commercial stages with a planned commercial launch in 2025, targeting revenue generation through U.S. neurologists and pharmaceutical collaborations[353] - The BNA Platform aims to improve patient outcomes by providing objective assessments of brain function, addressing historical limitations in EEG adoption[354] - The company plans to enhance research and development expenses as it refines the BNA Platform and explores strategic partnerships[370] Marketing and Client Engagement - Selling and marketing expenses include employee-related costs and consulting fees, indicating a focus on client engagement and market penetration[371] - The company is focused on building strong client relationships through targeted outreach and personalized marketing efforts[353]

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 period ended December 31, 2024 Massachusetts 88-0748933 (State or Other Jurisdiction of Incorporation or Organization) 80 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144 (Address of Principal Executive Offices) (Zip Code) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECU ...

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, 2024 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 ...