Marblegate Acquisition (GATE) - 2023 Q2 - Quarterly Report

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $1,030,862, consisting of operating and formation costs of $1,181,011, offset by interest income of $127,909 [153]. - For the six months ended June 30, 2023, the net loss was $3,513,065, with operating and formation costs totaling $3,695,378 [155]. - As of June 30, 2023, the company had marketable securities held in the Trust Account amounting to $10,453,981, including approximately $228,525 of interest income [161]. Business Combination - The DePalma Business Combination is expected to close in the second half of 2023, pending stockholder approvals and customary closing conditions [149]. - The company intends to use substantially all funds in the trust account to complete its Business Combination [162]. - The company has until January 5, 2024, to complete a business combination, or it will face mandatory liquidation [165]. Capital and Funding - The company generated gross proceeds of $300,000,000 from its initial public offering and an additional $9,100,000 from the sale of private placement units [157]. - The company incurred $42,630,587 in initial public offering related costs, including $6,000,000 in underwriting fees [158]. - Approximately $293.5 million was removed from the trust account during the extension of the combination period, with approximately $10.3 million remaining [144]. - The company has incurred significant costs related to acquisition plans and may need to raise additional capital through loans or investments [165]. Shareholder Activity - On June 27, 2023, stockholders redeemed 244,327 shares for approximately $2.5 million, resulting in 766,064 public shares outstanding as of June 30, 2023 [145]. Liquidity and Going Concern - There are substantial doubts about the company's ability to continue as a going concern due to liquidity issues [165]. - As of June 30, 2023, the company had cash of $10,518 outside the trust account, primarily for completing the DePalma Business Combination [163]. Obligations and Liabilities - The company has no long-term debt obligations, with the only obligation being a monthly fee of up to $10,000 to the sponsor for administrative support [167]. - Underwriters are entitled to a deferred fee of 5.0% of the gross proceeds from the initial public offering, amounting to $15 million, payable upon closing a business combination [168]. - The company accounts for warrants as liabilities, subject to re-measurement at each reporting period [170]. - Class A common stock subject to possible redemption is classified as temporary equity and presented at redemption value [171]. Risks - The company faces various risks that could adversely affect its results, including economic downturns, inflation, and geopolitical instability [174].