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CORRESP

 Via EDGAR Submission

December 6, 2024

 Office of Finance

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Michael Volley

 Amit Pande

John Stickel

 James Lopez

Re: Marblegate Capital Corp

 Amendment No. 6 to
Draft Registration Statement on Form S-4

 Amendment Submitted October 22, 2024

CIK No. 0001965052

 Dear Michael Volley, Amit Pande,
John Stickel and James Lopez:

 On behalf of Marblegate Capital Corporation, a Delaware corporation (“we” or
“Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated November 20, 2024, regarding the Company’s Amendment No. 6 to the Draft Registration Statement on Form S-4 confidentially submitted to the Commission on
October 22, 2024 (the “Amended DRS”). For the Staff’s convenience, we have repeated below each of the Staff’s comments in bold, and have followed such comment with the Company’s response. Concurrently with the
transmission of this letter, we are filing the Company’s initial public filing of its Registration Statement on Form S-4 with the Commission through EDGAR (the “Registration Statement”),
which reflects the Company’s responses to the Staff’s comments and certain updated information. All page references in the responses set forth below refer to page numbers in the Registration Statement.

Amendment No. 6 to Draft Registration Statement on Form S-4

General

1.
 Please revise to include the disclosure required by Items 1603(a)(2), (a)(3), (a)(7), (a)(9) and 1603(c) of
Regulation S-K.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on the Cover Page as well as on pages 48, 183 and 246 of the
Registration Statement to include the disclosure required by Items 1603(a)(2), (a)(3), (a)(7), (a)(9) and 1603(c) of Regulation S-K.

2.
 We note the reference on page 137 to Huron assuming that the
“run-rate” financial estimates were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of MAM assuming the fleet leasing scenario
contemplated by such management. Please provide the disclosures required by Item 1609 or advise us why you believe these financial estimates are not projections.

 Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the referenced
“run-rate” financial estimates do not constitute projections for the purposes of Item 1609 (or otherwise). Huron was engaged by the Special Committee to provide the Special Committee with an
opinion of the fairness of the Business Combination, from a financial point of view, as of the date thereof, to MAC. The scope of Huron’s engagement neither included the preparation of projections for the Special Committee nor did Huron receive
projections from MAM during the course of its engagement for the purposes of valuing the DePalma Companies.

 Rather, Huron conducted
multiple asset-level sum-of-the parts analyses by asset type in order to derive three implied reference ranges for the purposes of valuing the DePalma Companies. Owned
taxi medallions were one of several assets considered by Huron in connection with its sum-of-the parts analyses. As disclosed in the Registration Statement, in preparing
two of the three implied reference ranges, Huron calculated a range of implied values for such owned taxi medallions by (i) utilizing per medallion values implied from a fleet leasing scenario prepared by the management of MAM, which included
an estimated “run rate” EBITDA per owned taxi medallion based on two distinct leasing scenarios (i.e., leasing 1,000 and 600 owned medallions), and (ii) applying selected estimated Enterprise Value / calendar year 2024 EBITDA
multiples derived, in part, from publicly available information, including publicly available equity research analyst estimates. Huron’s fleet leasing analysis included two leasing scenarios, namely a scenario with 1,000 “leased out”
taxi medallions and a decrease in the number of “leased out” taxi medallions from 1,000 to 600, to consider sensitivities related to increased allocated fixed overhead costs per “leased out” taxi medallion due to a reduction in
scale.

 Accordingly, while management of MAM provided Huron an estimated “run rate” EBITDA per owned taxi medallion at selected
scales, this information was neither prepared nor provided to forecast EBITDA from leasing activities for 2024 or any other period. Instead, this information was used solely by Huron as a variable data point to consider allocated fixed overhead
costs in Huron’s taxi medallion valuation analysis. Based on the foregoing, the Company respectfully submits that the referenced financial estimates are not projections and, accordingly, no further disclosure is required by Item 1609.

3.
 Please note that we continue to review your responses regarding investment company status.

 Response:

The Company acknowledges the Staff’s comment and confirms that, for purposes of Section 3(a)(1)(C) of the Investment Company Act, the
value of its “investment securities” is currently approximately 42-43% and the Company fully expects and intends that this ratio would fall below 40% before the consummation of the Business Combination.

Summary of the Proxy Statement/Prospectus, page 26

4.
 Please provide the disclosure required in Item 1604(b)(5) of Regulation SK, including but not limited to a
discussion in the summary of the material terms of the various promissory notes that have been issued in connection with the consummation of the business combination transaction, the anticipated use of proceeds from any material financing
transactions and the dilutive impact, if any, of these financing transactions on non-redeeming shareholders.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on the Cover Page as well as pages 18, 46 and 163 of the Registration Statement to provide the disclosure required in Item 1604(b)(5) of Regulation
S-K.

 Ownership of New MAC Upon Completion of the Business Combination, page 43

5.
 Please revise to include the disclosure required by Item 1604(c) of Regulation S-K. For example, please revise and restructure the dilution table so that it shows via separate sets of line items: (1) the nature and amount of each adjustment to net tangible book value as of the most recent
balance sheet date filed to arrive at the adjusted net tangible book value used to calculate net tangible book value per share, as adjusted and (2) each adjustment to the number of shares used to calculate net tangible book

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value per share, as adjusted. Further revise the table so that it shows at least four redemption levels and, at each redemption level, shows a single net tangible book value per share, as
adjusted, determined pursuant to Item 1604(c) of Regulation S-K. Disclose the difference between such net tangible book value per share, as adjusted, and the IPO price. Additionally, please enhance your
disclosure outside the table to describe each material potential source of future dilution that nonredeeming shareholders may experience by electing not to tender their shares in connection with the de-SPAC
transaction, including sources not included in the table with respect to the determination of net tangible book value per share, as adjusted.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 19, 47 and 163 of the Registration Statement to include the disclosure required by Item 1604(c) of Regulation S-K and to enhance
the disclosure outside the table to describe each material potential source of future dilution that nonredeeming shareholders may experience by electing not to tender their shares in connection with the
de-SPAC transaction, including sources not included in the table with respect to the determination of net tangible book value per share, as adjusted.

Redemption Rights, page 45

6.
 Please expand your disclosure in this section to clarify: (1) whether shareholders may redeem their
shares in connection with any proposal to extend the time period to complete a business combination; (2) whether shareholders can redeem their shares regardless of whether they abstain, vote for or vote against the proposed business
combination; and (3) the uncertainty about the amount of redemptions.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 49 of the Registration Statement.

The Background of the Business Combination, page 126

7.
 Please revise to include the disclosure required by Items 1605(b)(3), (b)(4), and (b)(6) of Regulation S-K as to the target and its shareholders. Additionally, with respect to 1605(b)(6), we note the statement on page 288 describing the assumption that the merger “qualifies as a transaction described in
Section 351(a) of the Code or a reorganization within the meaning of Section 368(a) of the Code.” Please revise so that the opinion does not assume the conclusion.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 150, 156 and 288 of the Registration Statement to include the disclosure required by Items 1605(b)(3) and (b)(4) of Regulation S-K
as to the target and its shareholders.

 Regarding Item 1605(b)(6), the Company acknowledges the Staff’s comment and respectfully
advises that no additional tax disclosure is required in the Registration Statement pursuant to Item 1605(b)(6) (or otherwise). The Company has reached this conclusion for several reasons:

(1)
 The DePalma Companies are currently held entirely by the various funds that are treated as partnerships for
U.S. federal income tax purposes. The DePalma Companies do not have any other direct equityholders. Due to the size and sophistication of these funds and the fact that the funds are partnership for U.S. federal income tax purposes, all tax
disclosures would carve-out/exclude the current DePalma Equityholders from the tax disclosure. It is not common nor market practice for tax disclosure to look through partnerships for purposes of assessing
taxation consequences to the partners of partnerships. Therefore, the tax disclosure would not be relevant.

(2)
 There are no material consequences to DePalma entities as a result of the Business Combination because the
DePalma Companies are each flow-through entities for U.S. tax purposes. Neither DePalma I nor DePalma II is a taxable entity for U.S. tax purposes and neither will incur U.S. federal income tax as a result of this transaction.

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(3)
 The restructuring of the master funds that make up the DePalma Equityholders are highly complex and includes
multiple steps. Due to the complexity of the funds and their structures, a bespoke analysis would be required on an investor-by-investor basis to analyze the
consequences applicable to different investors in the different funds.

(4)
 There are protections for DePalma Equityholders under the Business Combination Agreement. The Business
Combination Agreement provides the intended tax treatment of the transaction and outlines all steps of the restructuring. DePalma Equityholders have been able to ask questions of the Company and Company’s tax advisors regarding the tax analysis
performed.

 Based on the foregoing, the Company respectfully submits that there is no additional disclosure required
regarding tax consequences to the DePalma Companies and its Equityholders under Item 1605(b)(6)

 Regarding the disclosure that the merger
“qualifies as a transaction described in Section 351(a) of the Code or a reorganization within the meaning of Section 368(a) of the Code” the tax disclosure discusses the tax considerations for U.S. Holders exchanging MAC
Common Stock for New MAC Common Stock pursuant to the Merger. In the first paragraph under the heading “—U.S. Holders Exchanging Only MAC Common Stock for New MAC Common Stock,” tax considerations of such exchange are
discussed as though the Merger qualifies for Section 351 or Section 368 treatment (as is intended, as described in the previous paragraphs – see directly under Material U.S. Federal Income Tax Considerations of the Merger—U.S.
Holders). Please note that in the following paragraph of the tax disclosure (within the Amended Registration Statement) there is discussion of the tax treatment if the Merger does not qualify for Section 351 or Section 368
treatment. Therefore, we described the tax treatment in both situations (the applicability or inapplicability of Sections 351 and Section 368) although, as noted, it is our expectation that the Merger will qualify for Section 351 or
Section 368 treatment. Additionally, no opinion is being given with respect to this treatment. Therefore, we respectfully ask the Staff to reconsider this comment as this language is only intended to discuss tax treatment under the
two possible scenarios.

 MAC Board’s Reasons for the Approval of the Business Combination, page 131

8.
 Please revise here or elsewhere to state whether or not a majority of the directors who are not employees of
the special purpose acquisition company retained an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the de-SPAC transaction and/or
preparing a report concerning the approval of the de-SPAC transaction. Refer to Item 1606(d) of Regulation S-K.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on page 136 of the Registration Statement.

 MRP and MRP+, page 191

9.
 Please revise to disclose the balance in the Reserve Fund as of the most recent date available.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 202 and 218 of the Registration Statement.

DePalma’s Executive and Director Compensation, page 204

10.
 We note the reference to compensation for the year ended December 31, 2022. Please revise to update the
executive compensation disclosure.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 211 of the Registration Statement.

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 Management’s Discussion and Analysis, page 205

11.
 We note the discussion of DePalma II monitoring Septuagint’s ability to pay. Please revise to quantify
the total accumulated amounts due from Septuagint.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 214 of the Registration Statement.

12.
 Please revise the discussion of Other revenue on page 213 and elsewhere to separately quantify when multiple
factors contribute to material changes. For example, you state that the 76% increase was “primarily” due to payments from the reserve fund. Additionally, clarify where you discuss the period to period changes in “restructurings fees
borrowers are requested to pay as part of the MRP+ program, as well as fees received in connection with non-MRP+ restructurings and settlements, and the resolution of certain litigation and bankruptcy
proceedings.”

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 221 of the Registration Statement to provide an
explanation of the quantitative components of the change in other revenue for the periods presented.

 Other Income (Expense) - Change in fair value of
loans, page 214

13.
 It appears your explanations of the gain or loss presented as “Change in fair value of loans” for
each period are not consistent with the actual gain or loss as presented in the preceding table. Please revise as appropriate.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on page 222 of the Registration Statement.

14.
 Please revise to provide additional information related to how an