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March 13, 2023
Andrew Milgram
Chief Executive Officer
Marblegate Capital Corp
411 Theodore Fremd Avenue
Suite 206S
Rye, New York 10580
Re:Marblegate Capital Corp
Draft Registration Statement on Form S-4
Submitted February 14, 2023
CIK No. 0001965052
Dear Andrew Milgram:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4
General
1.Please provide information and an analysis under Section 3 of the Investment Company
Act of 1940 (the “Company Act”) with respect to whether the Company is an investment
company within the meaning of the Act.  As part of your response, please identify and
explain (including a detailed calculation on an unconsolidated basis) what assets held by
the Company are "investment securities" for the purposes of Section 3 of the Company
Act, as well as identifying the percentage of the value of the Company’s total assets that
are "investment securities."  Please note that we may refer your response to the Division
of Investment Management for further review.

 FirstName LastNameAndrew Milgram
 Comapany NameMarblegate Capital Corp
 March 13, 2023 Page 2
 FirstName LastNameAndrew Milgram
Marblegate Capital Corp
March 13, 2023
Page 2

2.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
Selected Definitions, page 2
3.Consistent with your disclosure on page 111, please clarify here and where appropriate
throughout that the Special Committee is comprised of a sole member.
Did the MAC Board or the Special Committee obtain a third-party valuation or fairness opinion
in determining whether or not to proceed, page 11
4.We note your disclosure here and on page 116 that the consideration to be paid for the
DePalma Companies in the Business Combination pursuant to the Business Combination
Agreement was fair, from a financial point of view, to MAC.  Please include cautionary
language noting that the fairness opinion addresses fairness to all shareholders as a group
as opposed to only those shareholders unaffiliated with the sponsor or its affiliates.
Do I have redemption rights?, page 12
5.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
What shall be the relative equity stakes of the Public Stockholders and the DePalma security
holders in New MAC, page 15
6.We note that your tables on page 16 and 17 disclose the ownership interests in a no
redemption scenario and in a max redemption scenario.  Please revise to also include an
interim redemption scenario.
Who will be the officers and directors of New MAC if the Business Combination is
consummated?, page 17
7.Consistent with your disclosure on page 30, please disclose here or in a separate Q&A
that New MAC will enter into an agreement at the Closing with the Manager pursuant to
which the Manager will provide certain management services to New MAC in exchange
for a management fee.
What vote is required to approve the proposals presented at the Special Meeting?, page 18
8.Please revise to discuss here and on page 105 what percentage of public shareholders need
to vote in favor of the Business Combination Proposal in order to approve the proposal.

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 Comapany NameMarblegate Capital Corp
 March 13, 2023 Page 3
 FirstName LastNameAndrew Milgram
Marblegate Capital Corp
March 13, 2023
Page 3
In that regard we note that your Sponsor, directors and officers have agreed to vote any
Common Stock owned by them in favor of the proposal.
The Parties to the Business Combination, page 24
9.Please clarify what it means that you own medallions indirectly and discuss the
circumstances in which you have the right to acquire a medallion.  Please also briefly
outline here or elsewhere the TLC ownership transfer approval process, how long the
process typically takes, any risks involved for approval not being provided, and how you
determined you have the legal right to ownership prior to such approval.  Further, disclose
what number of the 1,070 NYC medallions are directly owned and what number are not
directly owned.
10.Consistent with your disclosure on page 52, please disclose here that in many instances
with loans in your portfolio, you do not expect to recover on the full amount of such a
loan because you acquired the loans at a meaningful discount to its unpaid principal
balance through your historical portfolio acquisitions.
Consideration, page 25
11.Please provide an illustrative example of the aggregate merger consideration,
including each material component, and an example of how the per share consideration
will be calculated so that investors can better understand the formula as outlined.
Organizational Structure, page 28
12.Please revise the ownership diagrams to to clearly show the ownership interest percentage
for each entity or group and the type of security conferring such ownership.  Separately
show voting and economic interests if these percentages are different for a given group or
entity.
13.Please revise your “Prior to the Business Combination” organizational diagrams to more
clearly show that DePalma II owns a percentage of Septuagint, as opposed to Septuagint
owning a percentage of DePalma II.  For example, move the Septuagint box below
DePalma II.
Following the Business Combination, page 29
14.Please update the diagram to include the percentage of voting power that MAC's current
public shareholders will have following the business combination, as well as the
percentage of voting power for each of the other groups of shareholders.
Management Services Agreement, page 30
15.Consistent with your disclosure on page 151, please briefly disclose here the management
services that the Manager will provide following the Business Combination, as well as the
management fee with which it will be provided.  Further disclose that the Manager may

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 Comapany NameMarblegate Capital Corp
 March 13, 2023 Page 4
 FirstName LastNameAndrew Milgram
Marblegate Capital Corp
March 13, 2023
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also earn an incentive fee based on the financial performance of New MAC pursuant to a
separate agreement to be entered into by New MAC and the Manager, and discuss when
you anticipate the New MAC Board will seek approval for such separate agreement.
Risk Factors, page 51
16.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clearly explain the steps, if any, the
company will take to notify all shareholders, including beneficial owners, regarding when
the warrants become eligible for redemption.  Also expand your disclosure on page 211 to
describe the method of such notification.
Under the MRP+, a "loan enhancement administrator" is required to release funds from the
Reserve Fund, page 55
17.We note that the body of this risk factor only discusses part of the heading.  Please expand
the risk factor to discuss the risk if the Reserve Fund is depleted without the City of New
York making further appropriations to restore it, and how your operations and loan
portfolio may be impacted.
Increases in fuel, food, labor, energy, and other costs due to inflation and other factors could
adversely affect our operating results, page 56
18.We note your risk factor indicating that inflation could affect your operating results.
Please update this risk factor if recent inflationary pressures have materially impacted
your operations, and identify how your business has been affected.
.Decreases or increases in prevailing interest rates could adversely affect our business, our cost
of capital and our net interest income, page 59
19.Please expand your discussion of interest rates to specifically identify the impact of rate
increases on your operations and how your business has been affected.  For example,
describe whether increased borrowing costs have impacted your borrowers’ ability to
make timely payments.
The Proposed Charter will designate the Court of Chancery of the State of Delaware as the sole
and exclusive forum, page 75
20.We note that your risk factor discusses the additional costs you could incur associated
with resolving such action in other jurisdictions.  Please also describe the risk that the
choice of forum provision may increase the costs for shareholders to bring a claim.
Resales of the shares of our securities could depress the market price of our securities, page 82
21.Please revise this risk factor to clarify, if true, that it is referring to the registration rights
agreement.

 FirstName LastNameAndrew Milgram
 Comapany NameMarblegate Capital Corp
 March 13, 2023 Page 5
 FirstName LastNameAndrew Milgram
Marblegate Capital Corp
March 13, 2023
Page 5
MAC's directors, executive officers, advisors or their affiliates may take actions, which may
influence the vote on the Business Combination, page 85
22.We note the statement that at any time prior to the Special Meeting during which they are
not aware of any non-material public information about MAC or its securities, MAC’s
directors, executive officers, advisors or their respective affiliates may purchase shares in
privately negotiated transactions or in the open market either prior to or following the
completion of the Business Combination.  Please provide us your analysis as to how such
potential purchases would comply with Rule 14e-5.
The Background of the Business Combination, page 107
23.Please clarify whether any persons responsible for negotiating the agreements on behalf of
MAC or DePalma are accepting any position or remuneration from any party in
connection with this transaction, including payments for managing the company following
the acquisition.  If a negotiator is accepting a position with the company, including as a
director, please revise to address whether this was a negotiated item, who negotiated it,
and discuss how terms were set.
24.We note your disclosure on page 13 that the Sponsor and the officers and directors of
MAC have agreed to waive their redemption rights with respect to their Founder Shares
and any Public Shares that they may have acquired during or after the IPO in connection
with the completion of MAC’s business combination.  Please disclose the negotiation of
any arrangements whereby any shareholder agreed to waive its redemption rights.
Description of negotiation process with DePalma, page 109
25.We note your disclosure that the October 21, 2022 meeting was attended by
representatives of EGS.  Please clarify who is EGS.
26.We note your disclosure that between November and January 2022, representatives of
MAC engaged in multiple calls with DePalma and the various advisors to discuss a
potential business combination between DePalma and MAC.  Please clarify that the
calls were between November 2022 and January 2023, and also identify the various
advisors that were involved in the discussions.
27.We note your disclosure here that in the two years prior to its engagement, neither MAC
nor DePalma received services from Huron for which Huron received compensation.
Consistent with your disclosure on page 125, please disclose that in the two years
preceding the date of Huron’s opinion, Huron was engaged to provide due diligence
services to a portfolio company of MAM, and Huron received compensation for such
services during such period.  Please also disclose the amount of such prior compensation.
Description of the Business Combination, page 144
28.Please revise to clearly describe each transaction that will occur during the

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 Comapany NameMarblegate Capital Corp
 March 13, 2023 Page 6
 FirstName LastNameAndrew Milgram
Marblegate Capital Corp
March 13, 2023
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Reorganization.
Information About DePalma, page 158
29.Noting the impact of the value of taxi medallions on your financial results, please revise to
provide information about the market to buy and sell taxi medallions.  For example,
describe the type and number of markets available (e.g. - public, over-the-counter, etc.),
provide relevant information about medallion auctions, discuss the volatility in medallion
prices including disclosing the high and low prices observed during each period presented
and the price at each period end, etc.
30.We note disclosure here and throughout your filing about your dedicated taxi cab fleet of
142 taxicabs managed by Septuagint Solutions, LLC.   Please revise to clarify if these
taxicabs are owned and controlled by DePalma and, if so, please tell us where they are
recognized in the DePalma financial statements.
Owned Medallions - Fleet and Leasing, page 164
31.We note you refer to Septuagint as your operating subsidiary.  Considering that you do not
consolidate Septuagint, please revise to more clearly disclose your relationship with this
entity, including the nature and terms of any agreements, the extent of your control over
its governance or management, and the identity of the unaffiliated strategic partner that
owns the remaining 50%.
Management and Servicing, page 166
32.We note your disclosure that you rely on your Manager for certain key services related to
the operation of your business and that New MAC will enter into a management services
agreement with the Manager to continue to provide services after the business
combination.  Please tell us if you have recognized any expenses in the DePalma financial
statements for the cost incurred by the Manager on behalf of DePalma.  If not, please tell
us how you considered the guidance in ASC 220-10-S99-3.  Lastly, please tell us how you
considered whether the impact of the management services agreement will be included in
your pro forma financial information.
DePalma's Executive Compensation, page 169
33.Please provide the executive compensation disclosures required by Item 18(a)(7) of Form
S-4 and Item 402 of Regulation S-K.  Note that Item 402(m)(1) provides that: "This Item
requires clear, concise and understandable disclosure of all plan and non-plan
compensation awarded to, earned by, or paid to the named executive officers designated
under paragraph (m)(2) of this Item, and directors covered by paragraph (r) of this Item,
by any person for all services rendered in all capacities to the smaller reporting company
and its subsidiaries, unless otherwise specifically excluded from disclosure in this Item.
All such compensation shall be reported pursuant to this Item, even if also called for by
another requirement, including transactions between the smaller reporting company and a

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 Comapany NameMarblegate Capital Corp
 March 13, 2023 Page 7
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Marblegate Capital Corp
March 13, 2023
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third party where a purpose of the transaction is to furnish compensation to any