Exhibit 10.21
WARRANT ASSUMPTION AGREEMENT
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of March [ ], 2025, by and among Marblegate Acquisition Corp., a Delaware corporation (“MAC”), Marblegate Capital Corporation a Delaware corporation (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Business Combination Agreement (as defined below).
WHEREAS, MAC and the Warrant Agent are parties to that certain Warrant Agreement, dated as of September 30, 2021 (the “Warrant Agreement”);
WHEREAS, MAC, PubCo, MAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo (“Merger Sub”), DePalma Acquisition I LLC, a Delaware limited liability company (“DePalma I”), and DePalma Acquisition II LLC, a Delaware limited liability company (“DePalma II,” and each of DePalma I and DePalma II, a “DePalma Company” and together, the “DePalma Companies” or “DePalma”) are parties to that certain Business Combination Agreement, dated as of February 14, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, among other things: (i) PubCo and the DePalma Companies will effect a series of reorganization transactions, resulting in PubCo becoming the majority owner of the DePalma Companies (the “Pre-Closing Transactions”); and (ii) Merger Sub will merge with and into MAC (the “Merger”), with MAC surviving the Merger as a wholly-owned subsidiary of PubCo, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described in the accompanying proxy statement/prospectus, and (x) each share of MAC’s Class A common stock, par value $0.0001 per share (“MAC Class A Common Stock”), outstanding immediately prior to the effectiveness of the Merger is being converted into the right to receive a number of shares of common stock, par value $0.0001 per share, of PubCo (“PubCo Common Stock”), determined in accordance with the Business Combination Agreement, having an aggregate value of $[ ] (at a deemed value of $10.00 per share and assuming no redemptions of MAC Class A Common Stock), (y) each share of MAC’s Class B common stock, par value $0.0001 per share (“MAC Class B Common Stock,” and, together with the MAC Class A Common Stock, the “MAC Common Stock”), outstanding immediately prior to the effectiveness of the Merger is being converted into the right to receive a number of shares of PubCo Common Stock, determined in accordance with the Business Combination Agreement, having an aggregate value of $[ ] (at a deemed value of $10.00 per share and assuming no redemptions of MAC Class A Common Stock and giving effect to the forfeiture and donation of shares), and (z) each warrant of MAC outstanding immediately prior to the effectiveness of the Merger is being converted into the right to receive one warrant of PubCo (the “PubCo Warrants”), with PubCo assuming MAC’s obligations under the existing warrant agreement.
WHEREAS, pursuant to the terms and conditions of each of the Warrant Agreement and the Business Combination Agreement, upon the Effective Time, each MAC Warrant issued and outstanding immediately prior to the Effective Time will automatically become a PubCo Warrant at the same exercise price per share and on the same terms in effect immediately prior to the Effective Time, and the rights and obligations of MAC under the Warrant Agreement will be irrevocably assigned and assumed by PubCo; and
