DePalma Acquisition I LLC & DePalma Acquisition II LLC entered into a business combination agreement to acquire Marblegate Acquisition Corp. (NasdaqGM:GATE) from Marblegate Acquisition LLC and others in a reverse merger transaction on February 14, 2023. The aggregate consideration payable to DePalma at the closing of the Business Combination (the “Closing”) shall be based on a valuation of DePalma of approximately $750,000,000 plus Minimum Cash.

The per share consideration allocable to each share of Marblegate is the number of shares of New Marblegate Common Stock. Prior to the Closing, the Parties shall take all actions necessary or appropriate to designate and nominate five (5) directors to the combined company board of directors (the “ New MAC Board ”), which shall include two (2) directors designated by Marblegate Acquisition LLC, MAC's sponsor (the “ Sponsor ”), and three (3) directors designated by the Parties to serve as non-executive directors, each of whom shall by independent according to the SEC rules and listing standards of the Nasdaq Stock Market LLC. The Closing is subject to approval the stockholders of Marblegate, all applicable waiting periods under the Hart-Scott-Rodino Act shall have expired or otherwise been terminated, the Nasdaq Stock Market approves for listing, the DePalma Equity Value shall have become final and binding in accordance with the provisions of the Business Combination, after giving effect to the Business Combination, MAC shall have at least $5,000,001 of net tangible assets, the Registration Statement shall have become effective and other customary closing conditions.

The transaction has been approved by board of directors of Marblegate. The shareholders meeting of Marblegate is scheduled on June 27, 2023 to approve the extension proposal. The business combination is expected to close in the first half of 2023.

Huron Transaction Advisory LLC acted as financial advisory and fairness opinion provider to Marblegate Acquisition. Brett Lawrence and Jonathan Ko of Paul Hastings LLP acted as legal advisors to Marblegate Acquisition. Lynwood Reinhardt of Reed Smith LLP acted as legal advisor to DePalma Acquisition I LLC & DePalma Acquisition II LLC.

Continental Stock Transfer & Trust Company acted as transfer agent to Marblegate. Advantage Proxy, Inc. acted as information agent to Marblegate. As of June 15, 2023, the transaction is expected to close in Q3 2023.

The transaction is subject to, among other things, SEC review, approval of GATE shareholders and regulatory approvals, and the satisfaction of other customary closing conditions.