SEC Comment Letter 0000000000-24-010754 to Marblegate Capital Corp (CIK 0001965052) (MGTE)
Marblegate Capital Corp (CIK 0001965052)
Date: Sept. 20, 2024 · CIK: 0001965052 · Accession: 0000000000-24-010754
AI Filing Summary & Sentiment
Letter
September 20, 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 comment. Please respond to this letter by providing any 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. Any references to prior comments are to comments in our May 17, 2024 letter. General 1.Please refer to prior comment 2. We have considered the information provided in your responses and calls. We object to your conclusion that DePalma I and DePalma II meet the fundamental characteristics of an Investment Company under ASC 946. Please restate your financial statements and related disclosures or tell us why a restatement is not required.
September 20, 2024 Page 2 Please contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 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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September 20, 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 comment.
Please respond to this letter by providing any 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.
Any references to prior comments are to comments in our May 17, 2024 letter.
General
1.Please refer to prior comment 2. We have considered the information provided in your
responses and calls. We object to your conclusion that DePalma I and DePalma II meet
the fundamental characteristics of an Investment Company under ASC 946. Please restate
your financial statements and related disclosures or tell us why a restatement is not
required.
September 20, 2024
Page 2
Please contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 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