Stockholders' Equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Stockholders Deficit [Line Items] | |
| Stockholders' Equity | 19. Stockholders’ Equity Common Stock Each holder of common stock is entitled to one vote for each share of common stock held of record on all matters on which stockholders are entitled to vote. In exchange for their equity interests in the DePalma Companies, the DePalma Companies’ equityholders received a number of shares of common stock of the Company (See Note 3). Prior to the Business Combination, the DePalma Companies made capital distributions to the DePalma Companies equityholders at discretion of the Manager. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, $0.0001 par value per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2026 and December 31, 2025, the Company had no issued or outstanding shares of preferred stock. Warrants The Company assumed 15,304,982 warrants in the Business Combination which remained outstanding as of June 30, 2026, of which 15,000,000 are equity-classified and 304,982 are liability-classified warrants (together the “Warrants”). The Company accounts for warrants as either equity of liability classified instruments based on an assessment of the warrant’s specific terms pursuant to the guidance of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considered whether the warrants were freestanding financial instruments pursuant to ASC 480, that met the definition of a liability pursuant to ASC 480, and whether the warrants met all of the requirements for equity classification under ASC 815. Changes in the fair value of warrant liabilities are recorded within other income (expense) on the condensed consolidated statements of operations. The Warrants have an exercise price of $11.50 per share and may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants will expire on April 7, 2030, five years from the Closing Date of the Business Combination. 2026 Plan
The Company’s stockholders approved the Marblegate Capital Corporation 2026 Equity Incentive Plan (the “2026 Plan”) on June 11, 2026. The Company’s board of directors previously approved the 2026 Plan, subject to receipt of stockholder approval. The 2026 Plan will be administered by the board of directors or the compensation committee of the board, which will have authority to determine the participants, types of awards granted, vesting schedules, performance criteria and other terms and conditions of awards. Awards may be settled in shares of common stock, cash or a combination thereof.
The 2026 Plan authorizes the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, dividend equivalents and other stock- or cash-based awards. Employees, consultants and non-employee directors of the Company and its subsidiaries are eligible to receive awards under the 2026 Plan. Awards granted to non-employee directors are subject to an annual limit of $750,000 in aggregate grant-date value (increased to $1,000,000 in the fiscal year of a director’s initial service). Subject to adjustment for certain corporate transactions, the aggregate number of shares of common stock, available for issuance under the 2026 Plan is the sum of (i) 3,700,000 shares, and (ii) an automatic annual increase on the first day of each year beginning in 2027 and ending in (and including) 2030 equal to the lesser of (A) three percent (3%) of the shares outstanding on a fully diluted basis on the last day of the immediately preceding fiscal year, and (B) such smaller number of shares of common stock as determined by the board or the compensation committee. Notwithstanding the foregoing, the aggregate maximum number of shares that may be issued pursuant to the exercise of incentive stock options is 3,700,000 shares.
For additional information, refer to the full text of the 2026 Plan, which is filed as Exhibit 10.15 to this Quarterly Report and is incorporated herein by reference. As of June 30, 2026, no awards have been granted or are outstanding pursuant to the 2026 Plan. |