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].
Marblegate Acquisition (GATE) - 2024 Q4 - Annual Report