SEC Comment Letter 0000000000-25-001130 to Marblegate Capital Corp (CIK 0001965052) (MGTE)
Marblegate Capital Corp (CIK 0001965052)
Date: Feb. 3, 2025 · CIK: 0001965052 · Accession: 0000000000-25-001130
AI Filing Summary & Sentiment
File numbers found in text: 333-283675
Letter
February 3, 2025 Andrew Milgram Chief Executive Officer Marblegate Capital Corp 411 Theodore Fremd Avenue Suite 206S Rye, New York 10580 Jared Golub Partner DePalma Acquisition II LLC 411 Theodore Fremd Avenue Suite 206S Rye, New York 10580 Jared Golub Partner DePalma Acquisition I LLC 411 Theodore Fremd Avenue Suite 206S Rye, New York 10580 Re:Marblegate Capital Corp Amendment No. 1 to Registration Statement on Form S-4 Filed January 17, 2025 File No. 333-283675 Dear Andrew Milgram, Jared Golub, and Jared Golub: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information
February 3, 2025 Page 2 you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 26, 2024 letter. Amendment No. 1 to Form S-4/A filed January 17, 2024 The Parties to the Business Combination, page 29 1.We note the response to prior comment 1, which presents the new non-exclusive servicing agreement as replacing the “previous” agreement with Septuagint Solutions, LLC. However, we note disclosure on page 31 and elsewhere that the October 17, 2024 agreement between DePalma II and Kirie Eleison gave DePalma II until December 15, 2024 to decide whether to have Kirie Eleison transfer its 50% interest to DePalma II or wind down Septuagint. It is unclear if the parties have agreed to extend the date. Newly revised disclosure states that DePalma has not exercised its right to acquire or wind down Septuagint, which suggests that the Septuagint agreement is still being used. Please revise to explain why the decision was not made by December 15, 2024, disclose any agreement to extend the date, and clarify in quantitative and qualitative terms the status of the operations being conducted under the new agreement versus the “previous” Septuagint agreement. Material U.S. Federal Income Tax Considerations, page 298 2.We note the revised disclosure in response to prior comment 3 indicating that the tax opinion will provide that the Merger "should, when taken together with the Blocker Mergers and Contributions as described in the Business Combination Agreement, qualify as a transaction described in Section 351 of the Code for U.S. federal income tax purposes." As counsel will not be providing a “will” opinion, please revise to clarify why it cannot do so and describe the degree of uncertainty in the opinion. 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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February 3, 2025
Andrew Milgram
Chief Executive Officer
Marblegate Capital Corp
411 Theodore Fremd Avenue
Suite 206S
Rye, New York 10580
Jared Golub
Partner
DePalma Acquisition II LLC
411 Theodore Fremd Avenue
Suite 206S
Rye, New York 10580
Jared Golub
Partner
DePalma Acquisition I LLC
411 Theodore Fremd Avenue
Suite 206S
Rye, New York 10580
Re:Marblegate Capital Corp
Amendment No. 1 to Registration Statement on Form S-4
Filed January 17, 2025
File No. 333-283675
Dear Andrew Milgram, Jared Golub, and Jared Golub:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
February 3, 2025
Page 2
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 26, 2024
letter.
Amendment No. 1 to Form S-4/A filed January 17, 2024
The Parties to the Business Combination, page 29
1.We note the response to prior comment 1, which presents the new non-exclusive
servicing agreement as replacing the “previous” agreement with Septuagint Solutions,
LLC. However, we note disclosure on page 31 and elsewhere that the October 17,
2024 agreement between DePalma II and Kirie Eleison gave DePalma II until
December 15, 2024 to decide whether to have Kirie Eleison transfer its 50% interest
to DePalma II or wind down Septuagint. It is unclear if the parties have agreed to
extend the date. Newly revised disclosure states that DePalma has not exercised its
right to acquire or wind down Septuagint, which suggests that the Septuagint
agreement is still being used. Please revise to explain why the decision was not made
by December 15, 2024, disclose any agreement to extend the date, and clarify in
quantitative and qualitative terms the status of the operations being conducted under
the new agreement versus the “previous” Septuagint agreement.
Material U.S. Federal Income Tax Considerations, page 298
2.We note the revised disclosure in response to prior comment 3 indicating that the tax
opinion will provide that the Merger "should, when taken together with the Blocker
Mergers and Contributions as described in the Business Combination Agreement,
qualify as a transaction described in Section 351 of the Code for U.S. federal income
tax purposes." As counsel will not be providing a “will” opinion, please revise to
clarify why it cannot do so and describe the degree of uncertainty in the opinion.
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