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August 11, 2023
Andrew Milgram
Chief Executive Officer
Marblegate Capital Corp
411 Theodore Fremd Avenue
Suite 206S
Rye, New York 10580
Re:Marblegate Capital Corp
Amendment No. 1 to Draft Registration Statement on Form S-4
Submitted July 3, 2023
CIK No. 0001965052
Dear Andrew Milgram:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form S-4
General
1.Please refer to comment 1.  Please note that we have referred your response to the
Division of Investment Management and may have further comments.
2.Please refer to comment 31.  We continue to note confusing disclosure throughout the
filing related to Septuagint, with some examples noted below, that implies you either
control this entity or that this entity will be part of the consolidated entity after the
business combination.  Please revise your filing as needed.

•Risk Factor on page 68 providing information regarding services provided to

 FirstName LastNameAndrew Milgram
 Comapany NameMarblegate Capital Corp
 August 11, 2023 Page 2
 FirstName LastNameAndrew Milgram
Marblegate Capital Corp
August 11, 2023
Page 2
Septuagint, the number of employees of Septuagint and referring to them as your
employees.
•Page 180 where you refer to our Septuagint fleet.
•Page 182 where you discuss the number of employees of Septuagint.
•Page 183 where you provide information regarding Septuagint’s properties.
3.We note your response to prior comment 2, and that the tables throughout show all
possible sources of dilution, including the exercise of all outstanding Public Warrants and
Private Placement Warrants.  Given the uncertainty as to whether such warrants will be
exercised, please consider disclosing the dilution with and without the exercise of
the warrants in a separate line item.
Did the MAC Board or the Special Committee obtain a third-party valuation or fairness opinion
in determining whether or not to proceed, page 12
4.We note your response to prior comment 4 and reissue.  Please revise to clarify the scope
of the opinion, indicating 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.
The Parties to the Business Combination, page 25
5.We note your response to prior comment 9, and that you now distinguish between
registered and unregistered medallions, rather than medallions that are directly or
indirectly owned.  We also note that you define owned medallions to include both
registered and unregistered medallions.  The definition on page 6 provides that
unregistered medallions are those that have not yet completed the formal TLC transfer
process, including medallions acquired pursuant to a UCC disposition.  Please clarify
if medallions that are acquired pursuant to a UCC disposition, such as a public auction or
surrender, are legally owned at the time of such auction or disposition, or whether legal
ownership is deemed official upon completion of the TLC transfer process.  In this regard,
it is unclear why you include quotation marks for "directly" owned by DePalma
Acquisition II LLC when it acquires medallions pursuant to a UCC disposition.  It appears
from your disclosure that TLC approval is required to close on the transaction to transfer
ownership, since it is at such closing that "the TLC issues a letter approving the
transaction and listing the buyer as the owner of the subject medallion(s)."  If so, please
revise here and throughout to clarify that unregistered medallions are not yet owned, but
that you are in the process of seeking ownership pending TLC approval.  Otherwise,
please provide your analysis as to why unregistered medallions should be defined as
owned medallions.  Please also clarify the approximate percentage of medallions that are
held pursuant to UCC disposition but not TLC approval, and discuss the extent to which
there are risks involved for approval not being provided.
6.We note your revised disclosure and response to comment 10.  Please revise to quantify a
range or approximate average of the "meaningful" discount for acquired loans.

 FirstName LastNameAndrew Milgram
 Comapany NameMarblegate Capital Corp
 August 11, 2023 Page 3
 FirstName LastNameAndrew Milgram
Marblegate Capital Corp
August 11, 2023
Page 3
The lack of liquidity in our medallion loan portfolio and Owned Medallions may adversely affect
our business, page 58
7.We note that the second half of this risk factor does not appear to relate to liquidity.
Please consider revising the disclosure so it is consistent with the risk factor heading.
MAC's directors, executive officers, advisors or their affiliates may take actions, which may
influence the vote on the Business Combination, page 90
8.We note your response to prior comment 22.  We also note your disclosure that the
purpose of such purchases and other transactions could be to vote such shares in favor of
the Business Combination and thereby increase the likelihood of obtaining stockholder
approval of the Business Combination.  Please provide your analysis on how such
purchases will comply with Rule 14e-5.  To the extent you are relying on Tender Offer
Rules and Schedules Compliance and Disclosure Interpretation 166.01 (March 22, 2022),
please provide an analysis regarding how it applies to your circumstances.
We do not have a specified maximum redemption threshold, page 91
9.We note that you removed disclosure here and on the cover page, indicating that you
would only redeem your public shares so long as after such redemption your net tangible
assets would be at least $5,000,001 upon consummation of your initial business
combination.  However, we note that this is a condition of the closing per your disclosure
on page 151 and Article 7 of your Business Combination Agreement.  Please revise to
disclose such condition in the risk factor section and on cover page, or advise.
Conditions to Closing, page 151
10.Please revise to include the Minimum Cash Amount requirement as a condition to closing
or tell us why it should not be included.
11.We note your disclosure that MAC must have at least $5,000,001 of net tangible assets as
a condition to close.  Noting the information in the pro forma financial information, please
discuss the likelihood of this occurring, the impact of MAC not meeting this condition and
the ability, contractual or otherwise, of the parties to waive conditions necessary for the
business combination to proceed.
Unaudited Pro Forma Condensed Combined Financial Information, page 155
12.Please revise your disclosure on page 156 to clarify that only the pro forma ownership
table was prepared assuming 50% redemptions.
13.We note your disclosure on page 157 that under the maximum redemption scenario the
total cash remaining on a pro forma basis could be less than the Minimum Cash Amount
(which is defined in the Business Combination Agreement as unpaid transaction costs plus
a specified cash amount currently estimated to be $10 million to fund working capital
expenses after the consummation of the Business Combination) but MAC expects to meet

 FirstName LastNameAndrew Milgram
 Comapany NameMarblegate Capital Corp
 August 11, 2023 Page 4
 FirstName LastNameAndrew Milgram
Marblegate Capital Corp
August 11, 2023
Page 4
this required Minimum Cash Amount at the Closing of the Business Combination.  Please
revise to more clearly describe here or in other appropriate sections the following:

•if the Minimum Cash Amount is a condition required to close the business
combination;
•how the Minimum Cash Amount and the determination of the amount impact the
business combination;
•clarify which party needs to have the Minimum Cash Amount; and
•discuss how the relevant party expects to meet the Minimum Cash Amount.
Description of the Business Combination, page 156
14.We note the consideration transferred by New MAC to DePalma Equityholders in
connection with the Pre-Closing Transactions is variable and changes based on the
amount of redemptions by MAC public stockholders.  Please revise to disclose how this
consideration is determined.
Information About DePalma, page 172
15.We note disclosure throughout the filing that DePalma will have the right to exercise
governance control once 85% of DePalma’s Owned Medallions have been contributed to
Septuagint.  Please revise to clarify what is meant by “contributed” as we note that
medallions are leased to Septuagint.  Additionally, please provide additional information
regarding the process to lease a medallion to Septuagint.  For example, discuss the factors
that impact when a medallion is leased, discuss why a medallion might not be leased to
Septuagint, discuss the typical timing after obtaining a medallion to lease it to Septuagint.
Lastly, if reaching 85% is reasonably possible during 2023, please discuss the impact on
DePalma and the financial reporting of DePalma from obtaining the right to exercise
governance control.
MRP and MRP+, page 174
16.Please revise to clarify if the MRP program was in effect prior to MRP+ going effective in
the fourth quarter of 2022.  Similarly, clarify if all loans restructured in the MRP program
are considered to be MRP+ loans.
Owned Medallions - Fleet and Leasing, page 178
17.We note your disclosure that you plan to continue to increase the number of taxis in
Septuagint’s fleet.  Please revise to clarify if you intend to lease more of your existing
vehicles to Septuagint or whether you plan to purchase additional vehicles and lease them
to Septuagint.
18.Please revise to describe the material terms of the Operations Services Agreement which
establishes the parameters of Septuagint’s day-to-day operations.  Specifically, describe
the exclusivity provisions and the impact on DePalma and its financial results.  Please

 FirstName LastNameAndrew Milgram
 Comapany NameMarblegate Capital Corp
 August 11, 2023 Page 5
 FirstName LastNameAndrew Milgram
Marblegate Capital Corp
August 11, 2023
Page 5
also file the Operations Services Agreement as an exhibit or tell us why you believe it is
not required.
Key Factors Affecting Operating Results, page 188
19.We note your disclosure that your balance sheet consists substantially of loans secured by
taxicab medallions.  We note that the DePalma entities also hold $214 million in taxicab
medallions.  Please revise this section to more accurately describe the key factors
affecting operating results for DePalma Companies.
Results of Operations of DePalma I, page 190
20.Please revise to discuss the amount and trend of Other Income for each period presented.
Net realized and unrealized gains or losses on investment transactions, page 192
21.We note that you recognized realized losses from cash paydowns but realized gains from
foreclosures in each period presented.  Please tell us in detail and revise as appropriate to
explain the underlying reasons why you realize losses when you resolve a loan with a cash
payment but realize gains when you resolve a loan by foreclosing and recovering the
medallion.  Additionally, we note disclosure on page 173 regarding how you typically
resolve Non-MRP+ loans and MRP loans.  Please revise to discuss if the various types of
resolutions typically impact your financial results differently.
22.We note your disclosure that during the fiscal year ended December 31, 2021, DePalma I
recorded unrealized appreciation from investments from a reevaluation of performing
MRP+ Loans in its portfolio.  Please tell us and revise as needed to explain why you refer
to loans as “MRP+” loans at December 31, 2021 considering your disclosure on page 174
that the MRP+ became effective during the fourth quarter of 2022.
Net realized and unrealized gains on investment transactions, page 195
23.Please revise to clarify the meaning of “unwinding of previous unrealized gains and
losses” related to the fair value of medallions.
DePalma I and II Fair Value Measurements, page 201
24.We note new disclosure about Our Market added on page 173 and your disclosure in the
financial statement notes that there is not a readily ascertainable market value for
medallions.  Please revise your disclosure on page 173 to provide additional information
regarding the market for selling medallions generally and the role that the TLC plays in
the sale, transfer and foreclosure of medallions.  For example, clarify if all sale
transactions are regulated and executed by the TLC, if all sale transactions are reported to
the TLC, the reasons the TLC would transfer a medallion via a brokered sale as compared
to an auction, the estimated percentage or volume of medallions transferred through each
transfer method (e.g., brokered sale, auction, etc.), what information is publicly available,
etc.

 FirstName LastNameAndrew Milgram
 Comapany NameMarblegate Capital Corp
 August 11, 2023 Page 6
 FirstName LastNameAndrew Milgram
Marblegate Capital Corp
August 11, 2023
Page 6
25.Please tell us in detail and revise disclosure about Our Market on page 173 to clarify how
you use the selling price information publicly released by the TLC in your fair value
measurement of medallions at each period end presented.
26.Please revise disclosure in Our Market on page 173 to disclose the average, maximum and
minimum price information in a tabular format.
27.Noting the significant variability in the prices of medallion sales prices reported by the
TLC over the periods disclosed, please revise disclosure in Our Market section on page
173 to provide context for the underlying reasons for the significant variability in prices.
28.Please tell us in detail and revise disclosure in Changes in Interest Rates on page 189 to
explain how changes in interest rates impact the discount rate used to measure the fair
value of MRP+ loans.  Also, specifically discuss how the increase in interest rates during
2022 impacted the discount rate and fair value of your MRP+ loan portfolio.
29.Please revise disclosure in Net Realized Gain (Loss) From Investments section on page
191 to disclose the key inputs or judgements used and the reasons for their change which
resulted in a decrease to the discount rate used to measure the fair value of MRP+ loans
during the quarter ended March 31, 2023 that subsequently resulted in the recorded
unrealized gain.
30.We note your disclosure on page 176 that as of March 31, 2023, you have restructured
loans under MRP+ and that you forgave approximately $203 million in principal and
received approximately $39 million in upfront principal reduction payments.  Please
revise disclosure in Standardized MRP+ Loan Terms on page 176 to clarify how much of
the $39 million in upfront principal reduction payments came from the City of New York.
Also, please tell us in detail and revise disclosure in Investment Transactions on page F-62
to disclose how you account for restructured loans.  For example, explain when you
derecognize a loan, how you measure any realized gain or loss, how you measure the fair
value of the restructured loan, etc.
31.We note you presented the charge to write off the promissory notes receivable during the
year ended December 31, 2021 as “Net change in unrealized appreciation from
investments” as