8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 17, 2025

MARBLEGATE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

5 Greenwich Office Park, Suite 400

Greenwich, Connecticut, 06831

(Address of principal executive offices)

(203)

210-6500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

*The registrant’s shares of common stock, par value $0.0001 per share, and warrants each trade over-the-counter on OTCQX® Best Market tier operated on the OTC Markets under the trading symbols “MGTE” and “MGTEW”, respectively.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 17, 2025, the board of directors (the “Board”) of Marblegate Capital Corporation, a Delaware corporation (the “Company”), appointed Ms. Meera Joshi as an independent director of the Company. Ms. Joshi will also serve on each of the audit committee, compensation committee, and nominating and corporate governance committee of the Board.

Ms. Joshi, age 56, previously served as the Deputy Mayor for Operations of the City of New York from January 2022 until March 2025. Prior to her tenure as the Deputy Mayor for Operations, Ms. Joshi served as the Deputy Administrator and the Presidential Nominee for the Administrator of the U.S. Department of Transportation’s Federal Motor Carrier Safety Administration from January 2021 until January 2022. Ms. Joshi also served as the General Manager for the New York office of Sam Schwartz Transportation Consultants from 2020 until 2021, as the Chief Executive Officer and Chair of the New York City Taxi and Limousine Commission (the “NYC TLC”) from 2014 until 2019, and as the Deputy Commissioner of Legal Affairs - General Counsel of the NYC TLC from 2011 until 2014. Ms. Joshi holds both a Juris Doctorate degree and a Bachelor of Arts degree from the University of Pennsylvania. The Company believes that Ms. Joshi is qualified to serve as a member of the Board due to her experience in the transportation industry and knowledge of transportation policy and related regulatory environments.

As of the date of this Current Report on Form 8-K, neither Ms. Joshi nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Ms. Joshi party to any understanding or arrangement pursuant to which she was appointed as a director. Ms. Joshi does not have any family relationship with any director or executive officer of the Company.

Ms. Joshi will be compensated in accordance with the Company’s standard compensation policies and practices for independent members of the Board, which are to be adopted by the Company.

On April 23, 2025, the Company issued a press release announcing the appointment of Ms. Joshi as a director of the Company. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

CONTACT: mcc@heller.inc

Marblegate Capital Corporation Announces Appointment of Meera Joshi to Board of Directors

Joshi, joining transportation and financial experts Directors Harvey Golub, Andrew Milgram, Sarah Feinberg, and Frederick Herbst, brings a wealth of experience in transportation policy as the former First Deputy Mayor for Operations and former CEO and Chair of the New York City Taxi and Limousine Commission

NEW YORK, April 23, 2025 – Marblegate Capital Corporation (MCC), a publicly traded company (OTCQX: MGTE), announced the appointment of Meera Joshi to the company’s Board of Directors. Joshi served as Deputy Mayor for Operations for three years under Mayor Eric Adams, where she was charged with overseeing New York City’s infrastructure portfolio. Prior to joining the Adams Administration, she was nominated by President Biden as Administrator of USDOT’s Federal Motor Carrier Safety Administration, the agency responsible for regulation of interstate trucking.

“When Marblegate Asset Management entered the taxi industry in 2018 we sought to stabilize the marketplace and drive positive change by investing in a driver-first approach,” said Andrew Milgram, Chief Executive Officer of MCC. “We’re confident that Meera’s extensive experience in advocating for taxi drivers, executing complex transportation policy and depth of knowledge of highly regulated environments will help us advance these goals."

Joshi was previously Chair and CEO of the New York City Taxi and Limousine Commission from 2014-2019 under former Mayor Bill DeBlasio, where she spearheaded policy including establishing robust open transportation data standards, enacting the nation’s first for-hire driver pay protection program and providing broad access to for-hire transportation for passengers in wheelchairs. She has also served as General Manager for the New York Office of Sam Schwartz Transportation Consultants and was a visiting scholar at New York University’s Rudin Center for Transportation Policy.

Joshi joins a Board of Directors with extensive operational experience in the financial services and transportation sectors including Harvey Golub, Andrew Milgram, Sarah Feinberg, and Frederick Herbst.

• Golub retired as CEO and Chairman of American Express in 2001 and now serves as Chairman of the Board of MCC. He has been a member of the advisory board of Marblegate Asset Management since 2009.
• Milgram has served as Chief Investment Officer and Managing Partner of Marblegate Asset Management which he co-founded
• Feinberg served as Interim President of New York City Transit, the largest transit system in North America, from 2020-2021 and as the Administrator of the Federal Railroad Administration from 2015-2017.
• Herbst served as Chief Financial Officer of Ready Capital Corporation and as Managing Director of Waterfall Asset Management until his retirement in June 2019.

MCC believes it is the largest publicly traded, vertically integrated, full-service fleet operator and specialty finance lender in the NYC taxi market, leveraging Marblegate Asset Management’s (Marblegate) years of deep industry experience and expertise, and strong portfolio operations capabilities to create a business that is transforming and institutionalizing the taxi industry. Marblegate played a pivotal role in the successful launch and implementation of the NYC MRP+ medallion debt relief program, designed to provide financial relief to drivers who were previously subject to predatory lending practices.

About Marblegate Capital Corporation

Marblegate Capital Corporation (OTCQX:MGTE), is a vertically integrated, full-service fleet operator and specialty finance lender in the New York City (NYC) taxi market. Marblegate Capital Corporation specializes in NYC taxi medallions as a lender, owner, and fleet operator. With a loan portfolio collateralized by more than 1,700 medallions and over 2,000 medallions owned, we believe we are the largest lender and owner of NYC taxi medallions as well as one of the largest NYC medallion Fleet operators*. What differentiates us is our end-to-end understanding of the taxi business and position as the most impactful player in the industry driving positive change. Marblegate Asset Management (Marblegate) is Marblegate Capital Corporation’s external manager. Founded in 2008, Marblegate is an investment management firm that focuses on distressed and special situation investing. Marblegate transforms complex situations by taking a hands-on approach to drive positive business transformations amid complexity to create value and sustainable results. Marblegate played a pivotal role in the successful launch and implementation of the NYC MRP+ medallion debt relief program, designed to provide financial relief to drivers who were previously subject to predatory lending practices.

*As of December 31, 2024.