Marblegate Acquisition Corp 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto Commission file number:001-40862 MARBLEGATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) 85-4249135(I.R.S. EmployerIdentification No.) Registrant’s telephone number, including area code:(914)415-4081 Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicatebycheckmarkiftheregistrantisawell-knownseasonedissuer,asdefinedinRule405oftheSecuritiesAct.Yes☐No☒ IndicatebycheckmarkiftheregistrantisnotrequiredtofilereportspursuanttoSection13orSection15(d)oftheAct.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulationS-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-acceleratedfiler, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growthcompany” in Rule12b-2of the Exchange Act. Largeacceleratedfiler☐Non-acceleratedfiler☒ Smallerreportingcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2ofthe Act).Yes☒No☐ The aggregate market value of the outstanding shares of the registrant’s ClassA common stock, other than shares heldby persons who may be deemedaffiliates of the registrant, computed by reference to the closing price for the ClassA common stock on June28, 2024, the last business day of theregistrant’s most recently completed second fiscal quarter, as reported on The Nasdaq Stock Market LLC was approximately $6,886,198. As of April2, 2025, there were5,278,879shares of ClassA common stock, par value $0.0001 per share, and6,303,333shares of ClassB common stock,par value $0.0001 per share, of the registrant issued and outstanding. Table of Contents TABLE OF CONTENTS PART I Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures PART II Item 5.Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities[Reserved]Management’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskFinancial Statements and Supplementary DataChanges in and Disagreements With Accountants on Accounting and Financial DisclosureControls and ProceduresOther InformationDisclosure Regarding Foreign Jurisdictions that Prevent Inspections PART III Item 10.Item 11.Item 12.Item 13.Item 14. Directors, Executive Officers and Corporate GovernanceExecutive CompensationSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersCertain Relationships and Related Transactions, and Director IndependencePrincipal Accountant Fees and Services PART IV Item 15. Exhibit and Financial Statement SchedulesForm10-KSummary Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKIN