MARBLEGATE ACQUISITION CORP. Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report
including, without limitation, statements in this section regarding our
financial position, business strategy and the plans and objectives of management
for future operations, are forward- looking statements. When used in this
Report, words such as "anticipate," "believe," "estimate," "expect," "intend"
and similar expressions, as they relate to us or our management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of our management, as well as assumptions made by, and information
currently available to, our management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in our filings with the
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report.
Overview
We are a blank check company formed under the laws of the
Extension of Combination Period
We originally had up to 15 months from the closing of our initial public
offering, or until
Recent Developments DePalma Business Combination
On
Pursuant to the DePalma Business Combination Agreement, and subject to the terms and conditions contained therein, among other things:
(i) immediately prior to the consummation of the transactions contemplated by
the DePalma Business Combination Agreement, New MAC and the DePalma
Companies will effect a series of reorganization transactions, resulting
in the DePalma Companies becoming wholly-owned subsidiaries of New MAC;
28
--------------------------------------------------------------------------------
Table of Contents
(ii) Merger Sub will merge with and into the Company, with the Company
surviving as a wholly-owned subsidiary of New MAC, in accordance with the
terms and subject to the conditions of the DePalma Business Combination
Agreement; and
(iii) upon the Effective Time, (x) each share of Class A common stock issued
and outstanding immediately prior to the Effective Time shall be
cancelled and converted into the right to receive the Company Per Share
Consideration; (y) each share of Class B common stock issued and
outstanding immediately prior to the Effective Time shall be cancelled
and converted into the right to receive the Company Per Share
Consideration, and (z) each warrant of the Company outstanding
immediately prior to the Effective Time shall be cancelled and converted
into the right to receive one warrant of New MAC, with New MAC assuming
our obligations under the existing warrant agreement.
The Business Combination is expected to close in the second quarter of 2023, following the receipt of the requisite stockholder approvals and the fulfilment of other customary closing conditions. For a full description of the DePalma Business Combination Agreement and the proposed DePalma Business Combination, please see "Item 1. Business."
2023 Promissory Note
On
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from
For the year ended
For the year ended
Liquidity, Capital Resources and Going Concern
On
Following the initial public offering and the private placement, a total of
29
--------------------------------------------------------------------------------
Table of Contents
For the year ended
For the year ended
As of
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of
In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the sponsor, members of the sponsor, or certain of our officers, directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a business combination, we would repay any Working Capital Loans. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay any Working Capital Loans but no proceeds from our trust account would be used for such repayment.
On
We have incurred and will continue to incur significant costs in pursuit of our
acquisition plans. We will likely need to raise additional capital through loans
or additional investments from our sponsor, stockholders, officers, directors,
or third parties. Our officers, directors and the sponsor may, but are not
obligated to, loan us funds, from time to time or at any time, in whatever
amount they deem reasonable in their sole discretion, to meet our working
capital needs. Accordingly, we may not be able to obtain additional financing.
If we are unable to raise additional capital, we may be required to take
additional measures to conserve liquidity, which could include, but not
necessarily be limited to, curtailing operations, suspending the pursuit of a
potential transaction, and reducing overhead expenses. We cannot provide any
assurance that new financing will be available to us on commercially acceptable
terms, if at all. If we are unable to complete the business combination because
we do not have sufficient funds available, we will be forced to cease operations
and liquidate the trust account. In connection with our assessment of going
concern considerations in accordance with ASU Topic 2014-15, "Disclosures of
Uncertainties about an Entity's Ability to Continue as a Going Concern," we have
until
30
--------------------------------------------------------------------------------
Table of Contents
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations,
operating lease obligations or long-term liabilities, other than an agreement to
pay the sponsor a total of up to
The underwriters are entitled to a deferred fee of 5.0% of the gross proceeds of
the initial 30,000,000 units sold in the initial public offering, or
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Warrant Liabilities
We account for the warrants issued in connection with our initial public offering in accordance with the guidance contained in ASC Topic 815-40-15-7D, ("Derivatives and Hedging"), under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the private placement warrants are exercised or expire, and any change in fair value will be recognized in our statements of operations.
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders' equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' deficit section of our balance sheets.
Net Income (Loss) Per Common Share
Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings (losses) per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
Factors That May Adversely Affect Our Results of Operations
Our results of operations and our ability to complete an initial business
combination may be adversely affected by various factors that could cause
economic uncertainty and volatility in the financial markets, many of which are
beyond our control. Our business could be impacted by, among other things,
downturns in the financial markets or in economic conditions, increases in oil
prices, inflation, increases in interest rates, supply chain disruptions,
declines in consumer confidence and spending, the ongoing effects of the
COVID-19 pandemic, including resurgences and the emergence of new variants, and
geopolitical instability, such as the military conflict in
31
--------------------------------------------------------------------------------
Table of Contents
© Edgar Online, source
