Marblegate Capital Corp

ITEM1A. RISK FACTORS.

Other than as set forth below, there have been no material changes to the Risk Factors previously disclosed in Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our Form 10-K). The risks described in our Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

Our securities are thinly traded and largely illiquid.

Our shares of common stock and our warrants are currently quoted on the OTC Markets (OTCQX). Although it is the highest-level platform on the OTC Markets, it is not a national exchange, which can prevent institutional investors from trading in our securities, and results in a lower frequency of trades and trading volume than securities quoted on a national exchange. Continued trading on the OTCQX may also adversely affect our ability to obtain financing in the future due to the decreased liquidity of our securities and other restrictions that certain investors have for investing in securities not traded on a national exchange. No assurance can be given as to (i) the likelihood that an active market for our securities will develop and be sustained, (ii) the liquidity of any such market, (iii) the ability of our securityholders to sell their securities or (iv) the prices that our securityholders may obtain for any of our securities that they hold. No prediction can be made as to the effect, if any, that future sales of our securities, or the availability of our securities for future sale, will have on the market price prevailing from time to time. Sales of substantial amounts of our securities, or the perception that such sales could occur, may adversely affect prevailing market prices of our securities.

While we intend to seek listing on the Nasdaq Stock Market (Nasdaq), the New York Stock Exchange (NYSE) or another national stock exchange when our company is eligible, there can be no assurance when or if our common stock will be listed on Nasdaq, NYSE or another national stock exchange. Until then, we expect our securities to remain volatile and lack the liquidity of larger companies.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, the price or trading volume of our securities could decline.

The trading market for our securities will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares of common stock or change their opinion of our shares of common stock, the price of our securities would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline.

OThe potential delisting of our securities from the OTCQX may adversely affect our common stock and business may be negatiand financial condition.

Following the closing date of our business combination on April 7, 2025, we had ninety (90) days from such date, or July 6, 2025, to comply with Section 1.1(G) of the OTCQX Rules for U.S. Companies requiring a 10% public float for continued eligibility on the OTCQX (the Float Rule). On July 3, 2025, we requested from OTCQX an additional ninety (90) day extension to comply with the Float Rule. OTCQX granted our extension on July 9, 2025, and we are actively impacted by imposed tariffs on imundertaking efforts to comply with the Float Rule by the expiration of the extended deadline on October 10, 2025. In addition, on June 18, 2025, OTCQX notified the Company that the bid price for the Companys Warrants had closed below $0.10 for more than 30 consecutive calendar days, and thus the Company no longer met the minimum bid requirement for continued qualification for the OTCQX International Tier as per Section 2.1(a) of the OTCQX Rules for U.S. Companies (the Minimum Bid Rule). The Company has 90 days, until September 16, 2025, to regain compliance with the Minimum Bid Rule. If at that time the Companys bid price for the Warrants has not stayed at or above the $0.10 minimum for ten consecutive trading days, then the Warrants will be removed from trading on OTCQX. If either the Common Stock or the Warrants are delisted from OTCQX, they would instead be quoted on the OTCQB, a lower tier of the OTC Markets.

41

Delisting from the OTCQX could adversely affect our ability to raise additional financing through ports from foreign ublic or private sales of our securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock and warrants. Delisting could also have other negative results, including the potential loss of confidence by employees and customers, the loss of institutional investor interest and fewer business development opportunities. 

Our business may be negatively impacted by imposed tariffs on imports from foreign countries.

Changes to policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10% baseline tariff on all U.S. imports, with higher tariffs applied to imports from 57 specific countries. The baseline tariff rate became effective on April 5, while tariffs on imports from the 57 targeted nations, ranging from 11% to 50%, took effect on April 9. On the same day, President Trump announced a 90-day pause on reciprocal tariffs for all but China, which continues to face tariffs as high as 145%. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and

94

China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods.

We currently operate a taxi fleet and intend to expand the size of our fleet. To expand our taxi fleet, the Company intends to purchase additional vehicles. Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the tariff on imports from foreign countries could adversely affect our business, including an increase to the cost of vehicles the Company intends to purchase in the future and supply chain disruptions that limit our ability to purchase vehicles and the required component parts to convert vehicles into taxicabs. The extent and duration of any tariffs or related market disruptions are impossible to predict, but could be substantial and may also have the effect of heightening other risks listed in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, which could materially adversely affect our business, profitability and financial condition.