If You Invested in MARBLEGATE CAPITAL CORP (MGTE)

Marblegate Capital Corporation (OTCQX: MGTE) is a vertically integrated, full-service fleet operator and specialty finance lender focused on the New York City (NYC) taxi market. The company specializes in NYC taxi medallions as a lender, owner, and fleet operator, combining medallion-backed lending activities with direct ownership and operation of taxi fleets. Marblegate Capital Corporation (often referred to as MCC) states that it has a loan portfolio collateralized by more than 1,700 medallions and ownership of over 2,000 medallions, which it believes makes it the largest lender and owner of NYC taxi medallions and one of the largest NYC medallion fleet operators.

MCC’s business model centers on the NYC taxi ecosystem. As a specialty finance lender, MCC provides financing that is collateralized by taxi medallions, including receivables restructured under New York City’s Medallion Relief Program Plus (MRP+). As a fleet operator, MCC operates through its full-service fleet operation, Signal Taxi, which it describes as one of the largest taxi operations in New York City and the city’s largest taxi fleet of wheelchair accessible vehicles (WAVs). By combining lending, ownership, and fleet operations, MCC emphasizes what it calls an end-to-end understanding of the taxi business and a driver-focused approach.

Business Focus in the NYC Taxi Market

MCC describes itself as the first and largest publicly traded, vertically integrated, full-service fleet operator and specialty finance lender in the NYC taxi market. Its activities are concentrated on:

• Medallion-backed lending – MCC holds a loan portfolio secured by medallion loan receivables and taxi medallion collateral, including loans restructured under the NYC MRP+ medallion debt relief program.
• Medallion ownership – The company owns over 2,000 medallions, which it believes makes it the largest lender and owner of NYC taxi medallions.
• Fleet operations – Through Signal Taxi, MCC operates a large NYC taxi fleet that includes a significant number of wheelchair accessible vehicles and hybrid WAV taxis.

MCC states that it aims to transform and institutionalize the taxi industry by applying portfolio operations capabilities and the experience of its external manager, Marblegate Asset Management. Marblegate Asset Management is an investment management firm that focuses on distressed and special situation investing and serves as MCC’s external manager.

Driver-First Approach and Taxi Clubhouse Concept

MCC highlights a “driver-first” approach as central to its strategy. The company describes its Taxi Clubhouse initiative as a first-of-its-kind program in New York City. The original Taxi Clubhouse in Chelsea is presented as a private lounge exclusively available to NYC professional drivers, offering a dedicated space to rest, relax, and recharge during shifts.

According to MCC, the Taxi Clubhouse provides amenities such as rest areas, restrooms, free coffee and tea, WiFi, games, an exercise area, massage chairs, a prayer room, and access to people who can assist drivers with individual needs and general industry information. MCC reports that the original Taxi Clubhouse has surpassed 100,000 total visits since opening and that more than 2,000 NYC taxi drivers have used the facility. The company has announced plans to open additional Taxi Clubhouses in New York City, describing these locations as part of its effort to drive positive change for NYC taxi drivers and improve working conditions.

Signal Taxi Fleet Operations

Signal Taxi, MCC’s taxi fleet operation, is described as one of the largest taxi operations in New York City and the city’s largest taxi fleet of wheelchair accessible vehicles. MCC reports that Signal Taxi has been adding new WAV taxis into operation and that these vehicles contribute a significant portion of the city’s overall growth in new WAV taxis. MCC also notes that Signal Taxi’s fleet consists primarily of new hybrid WAV vehicles with equipment that it characterizes as advanced.

Through Signal Taxi and related initiatives, MCC emphasizes its focus on supporting drivers and contributing to NYC’s transportation infrastructure, particularly in terms of accessibility for passengers in wheelchairs. The company links its fleet growth and WAV deployment to broader goals of improving the driver experience and expanding service options within the regulated taxi market.

Role in NYC Medallion Relief Program Plus (MRP+)

MCC and Marblegate Asset Management describe having played a pivotal role in the successful launch and implementation of the NYC MRP+ medallion debt relief program. This program is described as designed to provide financial relief to taxi drivers who were previously subject to predatory lending practices. MCC states that this work has been recognized by federal, state, and city officials and that it believes the program has helped stabilize the NYC taxi industry and supports its ongoing recovery.

In its financing activities, MCC references medallion loan receivables restructured under MRP+ as part of the collateral backing certain facilities. The company links its participation in MRP+ to its broader objective of driving positive change in the taxi industry by focusing on driver financial health and medallion value stabilization.

Capital Structure, Financing Facilities, and Trading Venue

MCC’s common stock and warrants trade over-the-counter on the OTCQX Best Market under the symbols MGTE and MGTEW, respectively. The company is incorporated in Delaware, as reflected in its SEC filings. MCC has disclosed multiple financing arrangements intended to support its lending and fleet operations.

According to a Form 8-K, subsidiaries of MCC entered into a Receivables Loan and Security Agreement that provides a secured revolving loan facility with an aggregate principal amount of up to $120,000,000. Advances under this facility are secured by a first-priority perfected lien on substantially all of the borrower’s assets, including eligible medallion loan receivables restructured under MRP+, taxi medallion collateral, related program rights, collection and lockbox accounts, proceeds, and related agreements and records. MCC also entered into a Membership Interest Purchase Agreement to purchase 100% of the membership interests in TML IV LLC, a business exclusively engaged in owning, holding, administering, and financing taxi medallion loans.

In addition, certain wholly owned subsidiaries of DePalma Acquisition II LLC, which are described as mini-fleet entities, entered into a Loan and Security Agreement with Auxilior Capital Partners, Inc. providing for loans to finance fleets of taxicab vehicles. These loans are secured by vehicle collateral, excluding related taxi medallions. MCC, along with related entities, executed a guaranty in favor of Auxilior, with covenants that include maintaining specified equity levels, leverage ratios, and debt service coverage ratios.

Corporate Background and Business Combination

MCC and Marblegate Acquisition Corp. (MAC), a publicly traded special purpose acquisition company sponsored by Marblegate Asset Management, completed a business combination and merger with DePalma Acquisition I LLC and DePalma Acquisition II LLC. Following this transaction, MCC’s common stock and warrants began trading on the OTCQX Best Market under the symbols MGTE and MGTEW. MCC describes this combination as establishing a publicly listed, vertically integrated NYC taxi medallion lender and fleet operator.

The company characterizes itself as a market leader in the NYC taxi medallion space based on its medallion-backed loan portfolio, medallion ownership, and fleet operations. MCC states that this integrated structure differentiates it in the NYC taxi marketplace and positions it as a significant participant in efforts to transform and institutionalize the taxi industry.

External Management by Marblegate Asset Management

Marblegate Asset Management serves as MCC’s external manager. Marblegate is described as an investment management firm founded in 2008 that focuses on distressed and special situation investing. It emphasizes a hands-on approach to complex situations to drive business transformations and create sustainable results. MCC attributes its operational capabilities and strategic direction in part to Marblegate’s experience and portfolio operations expertise, particularly in the context of the NYC taxi medallion market and the MRP+ program.

Regulatory and Risk Considerations

MCC’s SEC filings outline covenants, reporting obligations, and events of default associated with its financing arrangements. These include requirements related to consolidated net worth, adjusted consolidated net income, interest rate hedging, maintenance of perfected liens on medallion-related collateral, and compliance with anti-corruption, anti-money laundering, and sanctions laws. Events of default can include insolvency events, breaches of financial covenants, payment defaults, cross-defaults, and changes affecting the MRP+ program. In the event of default, lenders may accelerate obligations and exercise rights in pledged collateral.

Through these disclosures, MCC provides insight into the financial and regulatory framework within which it operates as a specialty finance lender and fleet operator in a highly regulated transportation market.

Key Characteristics of Marblegate Capital Corporation

• Sector: Financial Services
• Industry focus: NYC taxi medallion lending and fleet operations
• Trading venue: OTCQX Best Market (symbol MGTE; warrants MGTEW)
• Business model: Combination of medallion-backed lending, medallion ownership, and taxi fleet operations
• Geographic focus: New York City taxi market
• External manager: Marblegate Asset Management
• Program involvement: Participation in NYC MRP+ medallion debt relief program