Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Resignation of Mark Zoldan as Chief Financial Officer
On March 13, 2023, Mark Zoldan, the Chief Financial Officer of Marblegate Acquisition Corp. (the “Company”), separated
from the Company in order to pursue other interests, effective March 13, 2023.
Appointment of Jeffrey Kravetz as Chief Financial Officer
On March 17, 2023, the Company’s board of directors (the “Board”) appointed Jeffrey Kravetz as the
Company’s Chief Financial Officer and principal accounting officer, effective as of March 13, 2023.
Mr. Kravetz, 44, has
served as Chief Financial Officer of Marblegate Asset Management LLC since March 13, 2023. From 2015 to 2023, he served as the Chief Financial Officer of Contrarian Capital Management, L.L.C., an investment management firm, where he was
responsible for the accounting, operational and financial activities of the firm’s investment and management entities. From 2015 to 2023, Mr. Kravetz served as director of various non-public
investment vehicles affiliated with Contrarian Capital Management, L.L.C. Mr. Kravetz holds a B.S. in Accounting from Binghamton University School of Management and is a Certified Public Accountant. He is a member of the New York State Society
of Certified Public Accountants.
As disclosed in the Company’s Annual Report on Form 10-K,
none of the Company’s officers has received any cash compensation for services rendered to the Company. The Company has agreed to pay Marblegate Acquisition LLC (“MAM”) a total of $10,000 per month for secretarial and
administrative support. Upon completion of the Company’s initial business combination or its liquidation, the Company will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, advisory fee,
reimbursement or consulting fee, will be paid by the Company to MAM, MAM’s officers and directors, or any affiliate of MAM or their respective officers and directors, prior to, or in connection with any services rendered in order to effectuate,
the consummation of the Company’s initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential
target businesses and performing due diligence on suitable business combinations. The Company does not have a policy that prohibits MAM, its executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. The Company’s audit committee reviews on a quarterly basis all payments that were made
to MAM, its officers or directors, or any of our or MAM’s affiliates.
As previously disclosed in the Company’s Current Report
on Form 8-K, on February 14, 2023, the Company entered into a business combination agreement (as it may be amended or restated from time to time, the “Business Combination Agreement”),
with MAM, Marblegate Capital Corporation, a Delaware corporation (“New MAC”), MAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of New MAC (“Merger Sub”), 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”
or “DePalma”), pursuant to which MAC agreed to combine with DePalma in a series of transactions that will result in New MAC becoming a publicly-traded company whose shares are expected trade on the Nasdaq Global Market
(collectively, the “Business Combination”).
Upon consummation of the Business Combination, MAM and New MAC will enter
into a Management Services Agreement (“MSA”), pursuant to which MAM will provide certain management services to New MAC including (i) evaluating, managing, performing due diligence on, negotiating and overseeing the acquisition
and disposition of New MAC’s and its subsidiaries’ assets, (ii) evaluating, managing, negotiating and overseeing the origination, structuring, restructuring and workout of taxi-medallion loans and other loans held by New MAC (other
than typical daily loan servicing activities), (iii) managing New MAC’s and its subsidiaries’ day-to-day business and operations in complying with any
regulatory requirements applicable to them in respect of their business activities, (iv) evaluating the financial and operational performance of any of New MAC’s subsidiaries, (v) providing a management team to serve as executive
officers of New MAC and/or its subsidiaries, including providing day-to-day financial, operational and other executive management services (vi) identifying,
evaluating, managing, performing due diligence on, negotiating and overseeing the provision of debt or equity financing as well as the acquisition of all or a portion of target businesses or assets, in each case, by New MAC, and
(vii) performing any other services for and on behalf of New MAC and its subsidiaries 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.
