1. Description of Organization and Business Operations

Marblegate Capital Corporation (collectively, with its subsidiaries, the “Company” or “MCC”) is a Delaware corporation that operates a fully integrated platform combining fleet operations and medallion-backed specialty finance, primarily focused in the New York City regulated street-hail market.

The Company was originally formed by Marblegate Acquisition Corporation (“MAC”), a Delaware corporation and special purpose acquisition company, on February 2, 2023 and survived the Business Combination, as defined below. Following the closing of the Business Combination, shares of MCC common stock (“Common Stock”) and MCC warrants began trading on OTC Best Market® operated by the OTC Markets Group Inc. (the “OTCQX”) under the symbols “MGTE” and “MGTEW”, respectively, on April 10, 2025.

On April 7, 2025 (the “Closing Date”), the Company consummated the business combination contemplated by an agreement and plan of merger, dated as of February 14, 2023 (the “Business Combination Agreement”) by and among the Company, MAC, Marblegate Asset Management, LLC, a Delaware limited liability company (the “Manager”), MAC Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, DePalma Acquisition I LLC, a Delaware limited liability company (“DePalma I”), and DePalma Acquisition II LLC, a Delaware limited liability company (“DePalma II,” and together with DePalma I, the “DePalma Companies”), pursuant to which MAC agreed to combine with the DePalma Companies in a series of transactions that resulted in the Company becoming a publicly traded company and the surviving company (the “Business Combination”). Immediately prior to the consummation of the Business Combination, on April 7, 2025, as contemplated by the agreement and plan of merger, the Company and the DePalma Companies effected a series of reorganization transactions, resulting in the Company becoming the owner of approximately 83.7% of the DePalma Companies, with the remaining 16.3% continuing to be owned by certain limited partners of the DePalma Companies.

As a result of the Business Combination, MCC is a holding company, in which substantially all of its assets are held by, and its businesses operate through, the DePalma Companies and its subsidiaries. The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The DePalma Companies were determined to be the accounting acquirer in the Business Combination, and, therefore, the historical combined financial statements of the DePalma Companies became the basis for the historical financial statements of the Company upon the closing of the Business Combination. The accompanying financial statements retrospectively combine the results of the DePalma Companies. See Note 3 for additional information.

The Company’s operations are managed by the Manager pursuant to a certain Management Services Agreement (the “MSA”) effective upon the Closing Date. The DePalma Companies were managed by the Manager prior to the Business Combination. Pursuant to the MSA, the Manager provides certain management services to the Company including, but not limited to, overseeing the acquisition and disposition of the Company’s assets, overseeing the loan portfolio held by the Company, managing the Company’s day-to-day business and operations, evaluating the financial and operational performance of the Company, providing a management team to serve as executive officers of the Company, and performing any other services for and on behalf of the Company to the extent that such services are consistent with those that are customarily performed by the executive officers and employees of a publicly listed company. In addition, Field Point Servicing, LLC (the “Loan Servicer” or “Field Point”) is the third-party loan servicer for all of the loans held by the Company.