Marblegate Capital Corp — fact timeline

Marblegate Capital Corp shareholders approved Approval of Adjournment or Postponement at the 2026-06-11 meeting.

“The stockholders approved the adjournment or postponement of the annual meeting, if necessary, to solicit additional proxies, if there were not sufficient votes in favor of the Board Proposal, the Equity Plan Proposal, or the Auditor Proposal. The results of the votes were as follows: Proposal Votes For Votes Against Abstentions Approval of an adjournment or postponement of the meeting, if necessary, to solicit additional proxies, if there are not sufficient votes in favor of the Board Proposal, Equity Plan Proposal or Auditor Proposal 69,586,516 261,416 1,007”

Marblegate Capital Corp shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2026-06-11 meeting.

“The stockholders ratified the appointment of Deloitte & Touche LLP by the audit committee of the Board as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “ Auditor Proposal ”). The results of the votes were as follows: Proposal Votes For Votes Against Abstentions Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 69,825,114 23,575 250”

Marblegate Capital Corp shareholders approved Approval and Adoption of the 2026 Plan at the 2026-06-11 meeting.

“The stockholders approved and adopted the 2026 Plan (the “ Equity Plan Proposal ”). The results of the votes were as follows: Proposal Votes For Votes Against Abstentions Broker Non-Votes Approval and adoption of the 2026 Plan 68,319,635 292,663 845 1,235,796”

Marblegate Capital Corp shareholders approved Election of Directors at the 2026-06-11 meeting.

“The stockholders elected each of the Company’s five director nominees, each to serve until the 2027 annual meeting of stockholders and thereafter until their successors are elected and qualified (the “ Board Proposal ”).”

Marblegate Capital Corp shareholders approved Approval of adjournment or postponement of the annual meeting, if necessary, to solicit additional proxies at the 2026-06-11 meeting.

“Proposal 4: Approval of Adjournment or Postponement The stockholders approved the adjournment or postponement of the annual meeting, if necessary, to solicit additional proxies, if there were not sufficient votes in favor of the Board Proposal, the Equity Plan Proposal, or the Auditor Proposal. The results of the votes were as follows: Proposal Votes For Votes Against Abstentions Approval of an adjournment or postponement of the meeting, if necessary, to solicit additional proxies, if there are not sufficient votes in favor of the Board Proposal, Equity Plan Proposal or Auditor Proposal 261,416 1,007”

Marblegate Capital Corp shareholders approved Ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 at the 2026-06-11 meeting.

“Proposal 3: Ratification of Independent Registered Public Accounting Firm The stockholders ratified the appointment of Deloitte & Touche LLP by the audit committee of the Board as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “ Auditor Proposal ”). The results of the votes were as follows: Proposal Votes For Votes Against Abstentions Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 23,575 250”

Marblegate Capital Corp shareholders approved Approval and adoption of the 2026 Plan at the 2026-06-11 meeting.

“Proposal 2: Approval and Adoption of the 2026 Plan The stockholders approved and adopted the 2026 Plan (the “ Equity Plan Proposal ”). The results of the votes were as follows: Proposal Votes For Votes Against Abstentions Broker Non-Votes Approval and adoption of the 2026 Plan 292,663 845 1,235,796”

Marblegate Capital Corp shareholders approved Election of Directors at the 2026-06-11 meeting.

“Proposal 1: Election of Directors The stockholders elected each of the Company’s five director nominees, each to serve until the 2027 annual meeting of stockholders and thereafter until their successors are elected and qualified (the “ Board Proposal ”). The results of the votes were as follows: Proposal Votes For All Withheld All Broker Non-Votes Harvey Golub 68,388,143 225,000 1,235,796 Sarah E. Feinberg 68,163,143 450,000 1,235,796 Frederick C. Herbst 68,613,143 0 1,235,796 Meera Joshi 68,613,143 0 1,235,796 Andrew Milgram 68,601,894 11,249 1,235,796”

Marblegate Capital Corp entered into Loan and Security Agreement with Auxilior Capital Partners, Inc. valued at approximately $17.2 million (effective 2025-12-31).

“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.”

Marblegate Capital Corp entered into Membership Interest Purchase Agreement with TML Holding, Inc. and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch valued at approximately $15.8 million (effective 2025-12-30).

“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.”

Marblegate Capital Corp entered into Receivables Loan and Security Agreement with the lenders from time to time party thereto, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch, as agent valued at $120,000,000 (effective 2025-12-30).

“On December 30, 2025, subsidiaries of Marblegate Capital Corporation (“ MCC ”) entered into a Receivables Loan and Security Agreement (the “ Loan Agreement ”) by and among DePalma Financing SPV I LLC (the “ Borrower ”), DePalma Acquisition I LLC (“ DPA 1 ”), individually as servicer and as seller, the lenders from time to time party thereto (the “Lenders”), and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch, as agent (the “ Agent ”).”

Marblegate Capital Corp incurred guarantee with Auxilior Capital Partners, Inc..

“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”

Marblegate Capital Corp incurred loan of approximately $17.2 million with Auxilior Capital Partners, Inc. at 8.5% per annum.

“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”

Marblegate Capital Corp incurred guarantee with the Borrower, the Agent and the Lenders.

“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”

Marblegate Capital Corp incurred revolving credit of up to $120,000,000 with DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch, as agent at Facility Rate (as defined in the Loan Agreement) that, depending on funding sour maturing December 30, 2030.

“subsidiaries of Marblegate Capital Corporation (“ MCC ”) entered into a Receivables Loan and Security Agreement (the “ Loan Agreement ”) by and among DePalma Financing SPV I LLC (the “ Borrower ”), DePalma Acquisition I LLC (“ DPA 1 ”), individually as servicer and as seller, the lenders from time to time party thereto (the “Lenders”), and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch, as agent (the “ Agent ”). Under the Loan Agreement, the Lenders agreed to provide a secured revolving loan facility (the “ 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”

Marblegate Capital Corp engaged Deloitte & Touche LLP as its auditor.

“Effective as of July 18, 2025, the Audit Committee of the Board of Directors of the Company approved the appointment of Deloitte & Touche LLP (“ Deloitte ”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025”

Marblegate Capital Corp dismissed Marcum LLP as its auditor.

“On July 18, 2025, the Audit Committee of the Board of Directors of Marblegate Capital Corporation (the “ Company ”) approved the dismissal of Marcum LLP (the “ Former Auditor ”) as the Company’s independent registered public accounting firm, effective as of July 17, 2025.”

Meera Joshi was appointed as independent director at Marblegate Capital Corp.

“appointed Ms. Meera Joshi as an independent director of the Company.”

Marblegate Capital Corp: As a result of the Business Combination, the Company ceased to be a shell company (effective 2025-04-11).

“As a result of the Business Combination, which fulfilled the definition of an “initial business combination” as required by MAC’s organizational documents, the Company ceased to be a shell company upon the closing of the Business Combination.”

Marblegate Capital Corp: New MAC adopted amended and restated bylaws, effective immediately prior to the Closing (effective 2025-04-11).

“and adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”), which became effective immediately prior to the Closing.”

Marblegate Capital Corp: On the Closing Date, New MAC amended and restated its certificate of incorporation, effective upon filing with the Secretary of State of Delaware (effective 2025-04-11).

“On the Closing Date, New MAC amended and restated its certificate of incorporation (as amended and restated, the “ Amended and Restated Charter ”), which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date and included the amendments proposed by “ Proposal No. 2—The Organizational Document Proposals ””

Marblegate Capital Corp underwent a change of control involving Marblegate Acquisition Corp. (MAC) for valuation of the participating funds' interests in DePalma of approximately $629.5 million (closed 2025-04-07).

“”) issuable in connection with the consummation of the Business Combination is based on a valuation of the participating funds’ interests in DePalma of approximately $629.5 million including Minimum Cash. The MAC Per Share Consideration allocable to each share of MAC Common Stock is the number of shares of New MAC Common Stock, rounded up to the nearest”

Jeffrey Kravetz was appointed as Chief Financial Officer at Marblegate Capital Corp.

“the executive officers of the Company are: • Andrew Milgram, Chief Executive Officer; • Paul Arrouet, President; and • Jeffrey Kravetz, Chief Financial Officer.”

Paul Arrouet was appointed as President at Marblegate Capital Corp.

“the executive officers of the Company are: • Andrew Milgram, Chief Executive Officer; • Paul Arrouet, President; and • Jeffrey Kravetz, Chief Financial Officer.”

Frederick C. Herbst was appointed as Director at Marblegate Capital Corp.

“Effective as of the Closing, the following people were appointed as directors of the Company: • Andrew Milgram; • Sarah E. Feinberg; • Harvey Golub; and • Frederick C. Herbst.”

Harvey Golub was appointed as Director at Marblegate Capital Corp.

“Effective as of the Closing, the following people were appointed as directors of the Company: • Andrew Milgram; • Sarah E. Feinberg; • Harvey Golub; and • Frederick C. Herbst.”

Sarah E. Feinberg was appointed as Director at Marblegate Capital Corp.

“Effective as of the Closing, the following people were appointed as directors of the Company: • Andrew Milgram; • Sarah E. Feinberg; • Harvey Golub; and • Frederick C. Herbst.”

Andrew Milgram was appointed as Director at Marblegate Capital Corp.

“Effective as of the Closing, the following people were appointed as directors of the Company: • Andrew Milgram; • Sarah E. Feinberg; • Harvey Golub; and • Frederick C. Herbst.”

Andrew Milgram was appointed as Chief Executive Officer at Marblegate Capital Corp.

“the executive officers of the Company are: • Andrew Milgram, Chief Executive Officer; • Paul Arrouet, President; and • Jeffrey Kravetz, Chief Financial Officer.”