SEC Comment Letter 0000000000-24-005781 to Marblegate Capital Corp (CIK 0001965052) (MGTE)
Marblegate Capital Corp (CIK 0001965052)
Date: May 17, 2024 · CIK: 0001965052 · Accession: 0000000000-24-005781
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United States securities and exchange commission logo May 17, 2024 Andrew Milgram Chief Executive Officer Marblegate Capital Corp 411 Theodore Fremd Avenue Suite 206S Rye, New York 10580 Re:Marblegate Capital Corp Amendment No. 5 to Draft Registration Statement on Form S-4 Supplemental Response Submitted April 5, 2024 CIK No. 0001965052 Dear Andrew Milgram: We have reviewed your supplemental response and have the following comments. 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 a comment applies 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 this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 11, 2024 letter. Correspondence filed April 5, 2024 General 1.Based on your analysis, the Company does not appear to be eligible for the exclusions provided by Sections 3(c)(5)(A) and/or (B). Accordingly, please provide any alternative analysis for why the Company believes it does not meet the definition of an investment company under Section 3(a)(1) of the Investment Company Act. Please describe in your response any legal and factual support for your analysis. 2.Please note that we continue to consider your accounting policies and disclosure detailed in your prior responses related to your application of ASC 946 and may have further comments.
FirstName LastNameAndrew Milgram Comapany NameMarblegate Capital Corp May 17, 2024 Page 2 FirstName LastName Andrew Milgram Marblegate Capital Corp May 17, 2024 Page 2 Management's Discussion and Analysis of Depalma, page 196 3.We note your response to prior comment 11. Please further revise MD&A to clarify the extent to which Septuagint's delays have impacted your strategy as discussed on pages 189 and 191. In this regard, we note the statement on page 188 that, as of September 30, 2023, Septuagint utilized 199 Owned Medallions and managed a fleet of approximately 199 vehicles and 235 drivers. We also note Septuagint's strategy to "grow into a profitable fleet" as well as your belief that "this growth will allow [you] to continue to increase cash flows from Owned Medallions while also developing a pipeline of taxi drivers for the future sale of medallions, which could include related seller financing." Please revise to update the numbers regarding Septuagint's working fleet as of the most recent practicable date and revise MD&A to address such trends, including with respect to cash flow from Owned Medallions. Please contact Michael Volley at 202-551-3437 or Robert Klein at 202-551-3847 if you have questions regarding comments on the financial statements and related matters. Please contact John Stickel at 202-551-3324 or James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
May 17, 2024
Andrew Milgram
Chief Executive Officer
Marblegate Capital Corp
411 Theodore Fremd Avenue
Suite 206S
Rye, New York 10580
Re:Marblegate Capital Corp
Amendment No. 5 to Draft Registration Statement on Form S-4
Supplemental Response Submitted April 5, 2024
CIK No. 0001965052
Dear Andrew Milgram:
We have reviewed your supplemental response and have the following comments.
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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
March 11, 2024 letter.
Correspondence filed April 5, 2024
General
1.Based on your analysis, the Company does not appear to be eligible for the exclusions
provided by Sections 3(c)(5)(A) and/or (B). Accordingly, please provide any alternative
analysis for why the Company believes it does not meet the definition of an investment
company under Section 3(a)(1) of the Investment Company Act. Please describe in your
response any legal and factual support for your analysis.
2.Please note that we continue to consider your accounting policies and disclosure detailed
in your prior responses related to your application of ASC 946 and may have further
comments.
FirstName LastNameAndrew Milgram
Comapany NameMarblegate Capital Corp
May 17, 2024 Page 2
FirstName LastName
Andrew Milgram
Marblegate Capital Corp
May 17, 2024
Page 2
Management's Discussion and Analysis of Depalma, page 196
3.We note your response to prior comment 11. Please further revise MD&A to clarify the
extent to which Septuagint's delays have impacted your strategy as discussed on pages
189 and 191. In this regard, we note the statement on page 188 that, as of September 30,
2023, Septuagint utilized 199 Owned Medallions and managed a fleet of approximately
199 vehicles and 235 drivers. We also note Septuagint's strategy to "grow into a profitable
fleet" as well as your belief that "this growth will allow [you] to continue to increase cash
flows from Owned Medallions while also developing a pipeline of taxi drivers for the
future sale of medallions, which could include related seller financing." Please revise to
update the numbers regarding Septuagint's working fleet as of the most recent practicable
date and revise MD&A to address such trends, including with respect to cash flow from
Owned Medallions.
Please contact Michael Volley at 202-551-3437 or Robert Klein at 202-551-3847 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or James Lopez at 202-551-3536 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance