UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~December 1730, 2025

Marblegate Capital Corporation

(Exact name of registrant as specified in its charter)

     Delaware

     000-56734

     92-2142791

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

5 Greenwich Office Park, Suite 400

Greenwich, Connecticut

(Address of principal executive offices)

06831

(Zip Code)

(203) 210-6500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

      
Title of each class

     Trading Symbol(s)*

     Name of each exchange
on which registered

     N/A
N/A
 
     MGTE
MGTEW

     N/A
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

*The registrant’s shares of common stock, par value $0.0001 per share, and warrants each trade over-the-counter on OTCQX® Best Market tier operated on the OTC Markets under the trading symbols “MGTE” and “MGTEW”, respectively.

Item 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~Dismissal~~$120,000,000 ofRevolving ~~Independent~~Loan ~~Registered Public Accounting Firm~~Facility

On ~~July~~December 1830, 2025, ~~the~~subsidiaries ~~Audit~~of ~~Committee~~Marblegate ofCapital ~~the~~Corporation ~~Board~~(“MCC”) ofentered ~~Directors~~into ofa ~~Marblegate~~Receivables ~~Capital~~Loan ~~Corporation~~and Security Agreement (the “~~Company~~Loan Agreement”) ~~approved~~by ~~the~~and ~~dismissal~~among ofDePalma ~~Marcum~~Financing ~~LLP~~SPV I LLC (the “~~Former~~Borrower”), ~~Auditor~~DePalma Acquisition I LLC (“DPA 1”), individually as ~~the~~servicer ~~Company’s~~and ~~independent~~as ~~registered~~seller, ~~public~~the ~~accounting~~lenders ~~firm,~~from ~~effective~~time asto oftime ~~July~~party 17thereto (the “Lenders”), ~~2025.~~and OnDZ ~~November~~Bank 1AG Deutsche Zentral-Genossenschaftsbank, ~~2024~~Frankfurt am Main, ~~CBIZ~~New ~~CPAs~~York ~~P.C.~~Branch, as agent (~~“CBIZ~~the ~~CPAs~~“Agent”). ~~acquired~~Under the ~~attest~~Loan ~~business~~Agreement, ofthe ~~Marcum~~Lenders ~~LLP~~agreed to provide a secured revolving loan facility (the “~~Marcum~~Facility”) to the Borrower in an aggregate principal amount of up to $120,000,000, available during a revolving period and maturing December 30, 2030, subject to earlier termination in accordance with the Loan Agreement. ~~Substantially~~Advances under the Facility are secured by a first-priority perfected lien on substantially all of the ~~partners~~Borrower’s ~~and~~assets, ~~staff~~including ~~that~~eligible ~~provided~~medallion ~~attestation~~loan ~~services~~receivables ~~with~~restructured ~~Marcum~~under ~~joined~~New ~~CBIZ~~York ~~CPAs~~City’s Medallion Relief Program Plus (“MRP+”), taxi medallion collateral, related program rights, collection and lockbox accounts and proceeds, and related agreements and records.

~~The~~Interest ~~audit~~accrues ~~reports~~on the unpaid principal amount of ~~the~~advances ~~Former~~during ~~Auditor~~each oninterest ~~the~~accrual ~~Company’s~~period ~~consolidated~~at ~~financial~~a ~~statements~~Facility Rate (as ofdefined ~~and~~in ~~for~~ the ~~fiscal~~Loan ~~years~~Agreement) ~~ended~~that, ~~December~~depending ~~31,~~on ~~2024~~funding ~~and~~sources, ~~2023~~references ~~did~~either ~~not~~the ~~contain~~applicable ancommercial ~~adverse~~paper ~~opinion~~rate or aan ~~disclaimer~~alternative offunding/base ~~opinion~~rate, ~~and~~together ~~were~~with ~~not~~specified ~~qualified~~margins orand ~~modified~~fees, assubject to ~~uncertainty,~~a ~~audit~~maximum ~~scope~~lawful orrate. ~~accounting~~The ~~principle~~Facility requires the payment of certain fees, ~~except~~including ~~for~~a non-use fee accruing daily on unused committed capacity, a ~~paragraph~~lenders’ ~~relating~~margin tofee ~~substantial~~accruing ~~doubt~~daily ~~about~~on ~~the~~outstanding ~~Company's~~balances, ~~ability~~and toadditional ~~continue~~fees such as astructuring, ~~going~~termination ~~concern~~and ~~(prior~~make-whole tofees, ~~consummation~~all ofas ~~the~~set ~~Company's~~forth ~~business~~in ~~combination~~a onseparate ~~April~~facility 7,fee ~~2025)~~letter.

InThe ~~connection~~Loan ~~with~~Agreement ~~the~~contains ~~audits~~customary ofconditions ~~the~~precedent ~~Company’s~~to ~~financial~~closing ~~statements for each of the two most recently completed fiscal years~~ and infunding ~~the subsequent interim period through July 17, 2025, there have been no (i) “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K of the Securities~~ and ~~Exchange~~includes ~~Act~~affirmative ~~of 1934, as amended (“Regulation S-K”),~~ and ~~the~~negative ~~related~~covenants ~~instructions~~applicable thereof) between the Company and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the ~~satisfaction of the Former Auditor~~Borrower, ~~would~~DPA ~~have caused the Former Auditor to make reference to the subject matter of such disagreement(s) in connection with its reports, or (ii) “reportable events” (as defined in Item 304(a)(~~1~~)(v)~~ ~~of Regulation S-K~~ and ~~the related instructions thereof)~~MCC, ~~except~~as ~~that,~~well as ~~previously~~customary ~~disclosed~~reporting ~~in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31~~obligations, ~~2024,~~early ~~the~~amortization ~~Company~~events identified a material weakness in the design of its internal controls over the financial statement closing process for the year ended December 31, 2023, related to the Company’s accounting for DePalma Acquisition I LLC and ~~DePalma~~events ~~Acquisition II LLC due to the lack~~ of ~~appropriate resources to comply with GAAP and SEC reporting requirements~~default. AsAmong ~~previously~~other ~~disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company remedied the identified material weakness during the year ended December 31, 2024.~~covenants:

•

InMCC ~~accordance~~must ~~with~~maintain ~~Item~~Consolidated ~~304(a)(3)~~Net ofWorth ~~Regulation S-K, the Company provided the Former Auditor with a copy~~ of ~~this~~at ~~Current~~least ~~Report~~$100,000,000 onat ~~Form~~all ~~8-K~~times and, ~~requested~~commencing ~~that the Former Auditor furnish the Company~~ with ~~a letter addressed to~~ the ~~Securities~~fiscal ~~and~~year ~~Exchange~~ending ~~Commission~~December ~~stating~~31, ~~whether~~2026, orAdjusted ~~not~~Consolidated itNet ~~agrees~~Income ~~with the statements made above. A copy~~ of ~~the~~at ~~Former~~least ~~Auditor’s letter, dated July 17, 2025, is attached as Exhibit 16.~~$1 toper ~~this~~fiscal ~~Current Report on Form 8-K.~~year;

•

~~Appointment~~By January 31, 2026, the Borrower must maintain interest rate hedging so that the hedge percentage is at all times not less than 80% and not greater than 110% of ~~New~~the ~~Independent~~estimated ~~Registered~~Facility ~~Public~~balance, ~~Accounting~~through ~~Firm~~interest rate caps, swaps or other instruments acceptable to the Agent;

•

~~Effective~~The asparties ofmust ~~July~~comply ~~18,~~with ~~2025,~~ the ~~Audit~~MRP+ ~~Committee~~program ofdocuments ~~the~~and ~~Board~~maintain ofperfection ~~Directors~~ of ~~the~~liens ~~Company~~in ~~approved~~receivables ~~the~~and ~~appointment~~medallions; of Deloitte & Touche LLP (“Deloitte”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to Deloitte’s completion of its standard client acceptance procedures.

•

~~During~~As ~~the~~a ~~two~~condition ~~fiscal~~precedent ~~years~~to ~~ended~~receiving ~~December~~an ~~31,~~initial ~~2024~~advance ~~and~~under ~~2023, and~~ the ~~subsequent interim period through July 17~~Facility, ~~2025,~~MCC ~~neither~~purchased ~~the~~100% ~~Company~~of ~~nor anyone acting on its behalf has consulted with Deloitte with respect to (i)~~ the ~~application~~outstanding ofequity ~~accounting~~interests ~~principles~~in toTML aIV ~~specified~~LLC ~~transaction,~~from ~~either~~TML ~~completed~~Holding ~~or proposed~~LLC, or the ~~type~~proceeds of ~~audit~~which ~~opinion~~were ~~that~~paid ~~might~~directly ~~be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided~~ to ~~the~~DZ ~~Company~~Bank ~~that~~in ~~Deloitte~~full ~~concluded~~satisfaction ~~was~~of ancertain ~~important~~obligations ~~factor~~owed ~~considered~~ by ~~the~~TML ~~Company~~IV inLLC ~~reaching~~and aTML ~~decision~~Holding asLLC to ~~any~~DZ ~~accounting, auditing or financial reporting issue~~Bank; ~~(ii) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K~~ and ~~the related instructions thereof; or (iii) a reportable event as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions thereof.~~

•

~~Item~~The ~~9.01~~Borrower ~~Financial~~must ~~Statements~~use proceeds for fees and ~~Exhibits~~expenses related to the Loan Agreement and for working capital and general corporate purposes, and must comply with applicable anti-corruption, anti-money laundering and sanctions laws.

The Loan Agreement includes customary reporting obligations and events of default, including, but not limited to, insolvency events with respect to MCC or the Borrower, breaches of financial covenants, payment defaults, cross-defaults, failure to maintain perfected first-priority liens on Pledged Collateral, specified performance and reporting failures, certain default rate triggers and delinquency ratio triggers tied to Reserve Fund coverage, “Material Adverse Change,” change of control, and impairment of the MRP+ program. Upon an event of default, the Agent may accelerate the Facility, exercise remedies under the Uniform Commercial Code, and enforce rights in the Pledged Collateral. The Loan Agreement further provides “Early Amortization Events” under which the revolving period terminates automatically, including certain delinquency/default ratio triggers and failure to maintain required hedging.

In connection with the Facility, MCC executed a Performance Guaranty dated as of December 30, 2025 (the “Performance Guaranty”), in favor of the Borrower, the Agent and the Lenders, pursuant to which MCC unconditionally guaranteed certain obligations of DPA 1 under the Loan Agreement and related transaction documents.

Also on December 30, 2025, DPA 1 entered into related transaction documents, including (i) a Purchase and Contribution Agreement (the “Purchase and Contribution Agreement”) pursuant to which DPA 1 sold and contributed medallion loans and related property to the Borrower and (ii) a Pledge and Security Agreement (the “Equity Pledge and Security Agreement”) pursuant to which DPA 1 pledged its equity interests in the Borrower to the Agent to secure the Facility.

TML IV Membership Interest Purchase

On December 30, 2025, MCC also entered into a Membership Interest Purchase Agreement (the “MIPA”) with TML Holding, Inc. (the “Seller”) and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch, pursuant to which MCC purchased 100% of the membership interests in TML IV LLC (“TML IV”) for a purchase price of approximately $15.8 million. The MIPA includes customary representations, warranties and indemnities concerning TML IV’s business, which is exclusively engaged in owning, holding, administering and financing taxi medallion loans, and addresses the payoff of TML IV’s obligations to DZ Bank from the sale proceeds at closing.

Mini-Fleet Vehicle Loan

On December 31, 2025, certain wholly owned subsidiaries (the “Mini-Fleets”) of DePalma Acquisition II LLC (“DPA 2”) entered into a Loan and Security Agreement (the “Vehicle Loan Agreement”) with Auxilior Capital Partners, Inc. (“Auxilior”), which provides for loans in the aggregate amount of approximately $17.2 million to finance certain fleets of taxicab vehicles. As security for the obligations under the Vehicle Loan Agreement and associated promissory notes, the Mini-Fleets granted Auxilior a security interest in certain vehicles held by the Mini-Fleets (excluding any related taxi medallions). MCC, along with DPA 1, DPA 2 and Septuagint Solutions LLC, executed a Guaranty (the “Guaranty”) in favor of Auxilior guaranteeing the obligations under the Vehicle Loan Agreement and associated promissory notes.

The promissory notes under the Vehicle Loan Agreement bear interest at a fixed rate of 8.5% per annum. The agreement provides for a late charge of 5% for payments more than five days past due and a default interest rate of an additional 3% per annum.

The Vehicle Loan Agreement contains affirmative and negative covenants customary for transactions of this type. The Guaranty requires MCC, as guarantor, to maintain (i) total equity of at least $100,000,000, (ii) a Total Debt to Equity ratio not to exceed 1.75x, and (iii) a Debt Service Coverage Ratio of at least 1.0x, with testing for the DSCR to begin on June 30, 2027. The Mini-Fleets are also subject to covenants regarding the use, maintenance, and insurance of the vehicle collateral, financial reporting, and compliance with applicable laws.

The Vehicle Loan Agreement includes customary events of default, including, among others, non-payment of principal or interest, breaches of covenants, material inaccuracy of representations, bankruptcy or insolvency events, and cross-defaults to other material indebtedness. Upon the occurrence of an event of default, Auxilior may, among other remedies, accelerate all outstanding obligations and exercise its rights as a secured party with respect to the vehicle collateral.

The foregoing descriptions of the Loan Agreement, Performance Guaranty, Purchase and Contribution Agreement, Equity Pledge and Security Agreement, MIPA, Vehicle Loan Agreement, Guaranty and related promissory notes do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to (i) the Facility under the Loan Agreement and MCC’s Performance Guaranty thereunder and (ii) the Vehicle Loan Agreement and associated Guaranty in favor of Auxilior is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On January 5, 2026, MCC issued a press release announcing the Facility and the Mini-Fleet Vehicle Loan. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished on this report, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description	~~Description of Exhibit~~
16.1		Letter from Marcum, dated July 17, 2025 to the Securities and Exchange Commission
10.1	Receivables Loan and Security Agreement, dated as of December 30, 2025, by and among DePalma Financing SPV I LLC, as Borrower, DePalma Acquisition I LLC, individually as Servicer and as Seller, Marblegate Capital Corporation, the Lenders party thereto from time to time, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch, as Agent
104		Cover Page Interactive Data File (formatted as inline XBRL).
10.2	Performance Guaranty, dated as of December 30, 2025, by Marblegate Capital Corporation in favor of the Beneficiaries named therein
10.3	Secured Revolving Promissory Note, dated as of December 30, 2025, issued by DePalma Financing SPV I LLC
10.4	Purchase and Contribution Agreement, dated as of December 30, 2025, between DePalma Acquisition I LLC, as Seller, and DePalma Financing SPV I LLC, as Purchaser
10.5	Equity Pledge and Security Agreement, dated as of December 30, 2025, by DePalma Acquisition I LLC in favor of DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch, as Agent
10.6	Membership Interest Purchase Agreement, dated as of December 30, 2025, among TML Holding, Inc., Marblegate Capital Corporation and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch
10.7	Loan and Security Agreement No. 1019386, dated as of December 31, 2025, by and between Auxilior Capital Partners, Inc. and the Mini-Fleets listed on Schedule B thereto
10.8	Promissory Note No. 001, dated as of December 31, 2025, in the principal amount of $7,500,000, issued to Auxilior Capital Partners, Inc.
10.9	Promissory Note No. 002, dated as of December 31, 2025, in the principal amount of $4,860,000, issued to Auxilior Capital Partners, Inc.
10.10	Promissory Note No. 003, dated as of December 31, 2025, in the principal amount of $4,860,000, issued to Auxilior Capital Partners, Inc.
10.11	Agreement of Guaranty, dated as of December 31, 2025, by DePalma Acquisition I LLC, DePalma Acquisition II LLC, Marblegate Capital Corporation and Septuagint Solutions LLC in favor of Auxilior Capital Partners, Inc.
99.1	Press Release, dated January 5, 2026
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 22, 2025	Marblegate Capital Corporation
Dated: January 6, 2026	Marblegate Capital Corporation
	By:	/s/ Andrew Milgram	~~/s/ Andrew Milgram~~
	Name:		Andrew Milgram
S	Name:	Andrew Milgram
	Title:	Chief Executive Officer	~~Chief Executive Officer~~

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