Marblegate Shareholders Approve Merger With DePalma Entities

The reorganization includes a shift from a SPAC structure to an operating company with a perpetual existence.

March 26, 2025

Shareholders Greenlight Major Transition

Marblegate is moving ahead. On March 25, shareholders voted to approve its business combination with DePalma Acquisition I and II LLC—clearing the way for a new public company, Marblegate Capital Corporation.

What Changes and Why It Matters

Here’s how the structure works. DePalma I and II will become wholly owned subsidiaries of the newly formed Marblegate Capital Corporation (New MAC). At the same time, Marblegate Acquisition Corp. will merge with a New MAC subsidiary and remain as a subsidiary under the new structure. The result: Marblegate exits its SPAC phase and enters the market as an operating company with long-term plans in place.

Turnout was high. Over 82% of outstanding shares were represented, and the approval was decisive—more than 9.5 million votes in favor, fewer than 35,000 against. Shareholders also signed off on a full update to the company’s governing documents.

Key Governance Updates

• An increase in authorized capital stock from 221 million to 260 million shares


• Reclassification into 250 million common shares and 10 million preferred


• A 66.7% supermajority vote requirement for certain amendments

One of the most significant changes is the shift from a time-limited SPAC to a company with ongoing existence. The board will operate as a single class, and future vacancies will be filled by a majority vote of existing directors unless the bylaws say otherwise.

Redemptions and Financial Details

The company had also prepared for a potential adjournment if more time was needed to secure votes—but with strong support already in place, that option wasn’t used.

Following the vote, 322,274 public shares of Class A stock were redeemed. The redemption value came in at $10.92 per share, totaling around $3.5 million in withdrawals from the trust account.

On the financial side, Marblegate confirmed equity values of $260.4 million for DePalma I and $369.1 million for DePalma II. The agreement also includes $29.6 million in cash—earmarked to support working capital after the deal closes.

Next Steps

With the approvals now locked in and conditions progressing, the transaction is on track to close by March 31. Once finalized, Marblegate Capital Corporation will step into the market as a new public entity, anchored by the DePalma businesses and built for long-term execution.