Marblegate Acquisition (GATE) - 2023 Q3 - Quarterly Report

Financial Performance - As of September 30, 2023, the company had a net loss of $4,399,048, primarily due to operating and formation costs of $4,655,422 and a provision for income taxes of $60,141 [156]. - For the three months ended September 30, 2022, the company reported net income of $899,841, driven by interest income and unrealized gains on marketable securities [155]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its business combination [153]. Cash and Securities - The company had cash of $50,300 outside of the trust account as of September 30, 2023, intended for completing the business combination [165]. - The trust account held marketable securities valued at $8,001,175 as of September 30, 2023, including approximately $331,985 of interest income [163]. - The company generated interest income of $331,985 from marketable securities held in the trust account during the nine months ended September 30, 2023 [161]. Business Combination - The company extended its business combination period to January 5, 2024, following stockholder approval, with approximately $2.5 million redeemed from the trust account [147]. - The DePalma Business Combination is expected to close in the first quarter of 2024, pending stockholder approvals [150]. - The company has until January 5, 2024, to complete a business combination, or it will face mandatory liquidation [167]. Costs and Obligations - The company incurred $42,630,587 in initial public offering-related costs, including $6,000,000 in underwriting fees [160]. - Underwriters are entitled to a deferred fee of 5.0% of the gross proceeds from the initial 30,000,000 units sold, amounting to $15,000,000, contingent upon the completion of a business combination [171]. - The company has incurred significant costs related to acquisition plans and may need to raise additional capital through loans or investments [167]. Going Concern and Liquidity - There are substantial doubts about the company's ability to continue as a going concern due to liquidity issues and potential mandatory liquidation [167]. - 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 [170]. - The company has no off-balance sheet arrangements as of September 30, 2023, and does not participate in transactions with unconsolidated entities [168]. Accounting and Reporting - Warrants issued in connection with the initial public offering are classified as liabilities and must be recorded at fair value, subject to re-measurement [173]. - Class A common stock subject to possible redemption is classified as temporary equity and presented at redemption value [174]. - The company applies the two-class method for calculating net income (loss) per common share, excluding accretion associated with redeemable shares [175]. - Management does not anticipate that recently issued accounting standards will materially affect the condensed financial statements [176].