QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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17 | ||||
20 | ||||
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23 |
ASSETS |
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SEPTEMBER 30, 2021 (Unaudited) |
DECEMBER 31, 2020 |
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Current asset – cash |
$ | $ | — | |||||
Deferred offering costs |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES AND STOCKHOLDER’S EQUITY |
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Current liabilities |
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Accrued expenses |
$ | $ | ||||||
Accrued offering costs |
— | |||||||
Advance from related party |
— | |||||||
Promissory note – related party |
— | |||||||
Total Current Liabilities |
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Commitments (Note 6) |
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Stockholder’s Equity |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ (1) |
— | |||||||
Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholder’s Equity |
( |
) | ||||||
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY |
$ |
$ |
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(1) | Includes up to |
Three Month Period Ended September 30, 2021 |
Nine Month Period Ended September 30, 2021 |
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Operating and formation costs |
$ | $ | ||||||
Net income (loss) |
$ |
( |
) |
$ |
( |
) | ||
Weighted average Class B shares outstanding, basic and diluted (1) |
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Basic and diluted net loss per Class B common share |
$ |
$ |
( |
) | ||||
(1) | Excludes up to |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholder’s Equity |
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Shares |
Amount |
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Balance – January 1, 2021 |
$ |
— |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||
Issuance of Class B common stock to Initial Stockholders (1) |
— | |||||||||||||||||||
Net loss |
— | — | — | — | — | |||||||||||||||
Balance – March 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
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Net loss |
— | — | — | — | — | |||||||||||||||
Balance – June 30, 2021 |
$ |
$ |
$ |
( |
) |
$ |
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Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance – September 30, 2021 (Unaudited) |
$ |
$ |
$ |
( |
) |
$ |
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(1) | Includes up to |
Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in operating assets and liabilities: |
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Accrued expenses |
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Net cash used in operating activities |
( |
) | ||
Cash Flows from Financing Activities: |
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Proceeds from issuance of common stock to Sponsor |
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Advances from related party |
( |
) | ||
Proceeds from promissory note – related party |
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Payment of offering costs |
( |
) | ||
Net cash used in financing activities |
( |
) | ||
Net Change in Cash |
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Cash – beginning of period |
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Cash – end of period |
$ |
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Non-Cash investing and financing activities: |
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Deferred offering costs included in accrued offering costs |
$ | |||
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the last reported sale price of the shares of Class A common stock for any |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on October 5, 2021 and incorporated by reference herein. |
MARBLEGATE ACQUISITION CORP. | ||||||
Date: November 9, 2021 | By: | /s/ Andrew Milgram | ||||
Name: | Andrew Milgram | |||||
Title: | Chief Executive Officer and Executive Director (Principal Executive Officer) |
Date: November 9, 2021 | By: | /s/ Mark Zoldan | ||||
Name: | Mark Zoldan | |||||
Title: | Chief Financial Officer (Principal Financial Officer and Accounting Officer) |