NEW
YORK, June 15, 2023 /PRNewswire/ -- Marblegate
Acquisition Corp. (NASDAQ: GATE) ("GATE"), a blank check company
formed for the purpose of effecting a business combination, today
announced the confidential submission with the U.S. Securities and
Exchange Commission ("SEC") of a draft registration statement on
Form S-4 (the "Registration Statement") relating to its previously
announced proposed business combination with DePalma Acquisition I,
LLC and DePalma Acquisition II, LLC (collectively "DePalma"),
market leaders in providing specialized financing solutions to the
regulated mobility sector, with a geographic focus on the NYC taxi
market.
The transaction is expected to close in Q3 2023, subject to,
among other things, SEC review, approval of GATE shareholders and
regulatory approvals, and the satisfaction of other customary
closing conditions.
Forward-Looking Statements
Certain statements made
herein that are not historical facts are forward-looking statements
for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential,"
"seem," "seek," "future," "outlook" and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding future
events, the proposed business combination between GATE and DePalma,
the estimated or anticipated future results and benefits of the
combined company following the proposed business combination,
including the likelihood and ability of the parties to successfully
consummate the proposed business combination, future opportunities
for the combined company, and other statements that are not
historical facts. These statements are based on the current
expectations of GATE's management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of GATE and
DePalma. These statements are subject to a number of risks and
uncertainties regarding GATE's businesses and the proposed business
combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to, general
economic, political and business conditions; the inability of the
parties to consummate the proposed business combination or the
occurrence of any event, change or other circumstances that could
give rise to the termination of the business combination Agreement;
the outcome of any legal proceedings that may be instituted against
the parties following the announcement of the proposed business
combination; the receipt of an unsolicited offer from another party
for an alternative business transaction that could interfere with
the proposed business combination; the risk that the approval of
the stockholders of GATE for the potential transaction is not
obtained; failure to realize the anticipated benefits of the
proposed business combination, including as a result of a delay in
consummating the potential transaction; the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the proposed
business combination; the ability of the combined company to grow
and manage growth profitably and retain its key employees; the
amount of redemption requests made by GATE's stockholders; the
inability to obtain or maintain the listing of the post-acquisition
company's securities on Nasdaq following the proposed business
combination; costs related to the proposed business combination;
and those factors discussed in GATE's filings with the SEC,
including the initial public offering prospectus, which was filed
with the SEC on October 4, 2021, in GATE's Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, and in
GATE's Quarterly Report on Form 10-Q for the period
ended March 31, 2023, and other filings with the SEC. If any
of these risks materialize or if assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that GATE presently does not know or that GATE currently believes
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements provide GATE's expectations, plans or
forecasts of future events and views as of the date of this
communication. GATE anticipates that subsequent events and
developments will cause GATE's assessments to change. However,
while GATE may elect to update these forward-looking statements at
some point in the future, GATE specifically disclaims any
obligation to do so. These forward-looking statements should not be
relied upon as representing GATE's assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Additional Information and Where to Find It
In connection with the proposed business combination, an
affiliate of GATE has submitted the Registration Statement with the
SEC, which includes a preliminary prospectus and preliminary proxy
statement. GATE will mail a definitive proxy statement/final
prospectus and other relevant documents to its stockholders. This
communication is not a substitute for the Registration Statement,
the definitive proxy statement/final prospectus or any other
document that GATE will send to its stockholders in connection with
the proposed business combination. Investors and security holders
of GATE are advised to read, when available, the proxy
statement/prospectus in connection with GATE's solicitation of
proxies for its special meeting of stockholders to be held to
approve the proposed business combination (and related matters)
because the proxy statement/prospectus will contain important
information about the proposed business combination and the parties
to the proposed business combination. The definitive proxy
statement/final prospectus will be mailed to stockholders of GATE
as of a record date to be established for voting on the proposed
business combination. Stockholders will also be able to obtain
copies of the proxy statement/prospectus, without charge, once
available, at the SEC's website http://www.sec.gov or by
directing a request to Marblegate Acquisition Corp. at its
principal executive offices at 411 Theodore Fremd Avenue, Suite
206S, Rye, New York 10580.
Participants in the Solicitation
GATE, DePalma and their respective directors, executive
officers, other members of management, and employees, as
applicable, under SEC rules, may be deemed to be participants in
the solicitation of proxies of GATE's stockholders in connection
with the proposed business combination. Investors and security
holders may obtain more detailed information regarding the names
and interests in the proposed business combination of GATE's
directors and officers in GATE's filings with the SEC including the
Registration Statement that has been submitted to the SEC by GATE,
once finalized, which will include the proxy statement of GATE for
the proposed business combination.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of GATE or the combined company, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
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SOURCE GATE