Mga Batayang Estadistika
| CIK | 1838513 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Marblegate Acquisition Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| April 21, 2025 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40862 Marblegate Acquisition Corp. (Exact name of registrant as |
|
| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(B) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40862 Marblegate Acquisition Corp. Nasdaq Capital Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 411 |
|
| April 7, 2025 |
WAIVER TO THE BUSINESS COMBINATION AGREEMENT Exhibit 2.1 WAIVER TO THE BUSINESS COMBINATION AGREEMENT This WAIVER, dated as of April 5, 2025 (this “Waiver”), to the Business Combination Agreement, dated February 14, 2023 (the “Agreement”), by and among Marblegate Asset Management, LLC, a Delaware limited liability company (“Marblegate”), Marblegate Acquisition Corp., a Delaware corporation (“Acquiror”), Marblegate Capital Corporation, a Dela |
|
| April 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2025 MARBLEGATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation o |
|
| April 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2025 MARBLEGATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation o |
|
| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 MARBLEGATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation o |
|
| April 3, 2025 |
Exhibit 19 INSIDER TRADING COMPLIANCE MANUAL Marblegate Acquisition Corp. In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, advisors and other related individuals, the Board of Directors (the “Board”) of Marblegate Acquisition Corp., a Delaware corporation (the “Company”) has adopted the policies and procedures descr |
|
| April 3, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu |
|
| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transit |
|
| March 25, 2025 |
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): March 25, 2025 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commis |
|
| March 25, 2025 |
425 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): March 25, 2025 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Co |
|
| February 6, 2025 |
JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) EX-1 2 jas.htm JOINT ACQUISITION STATEMENT EXHIBIT 1 to SCHEDULE 13G JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessit |
|
| January 22, 2025 |
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): January 17, 2025 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Comm |
|
| January 22, 2025 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| January 2, 2025 |
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): December 13, 2024 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Com |
|
| November 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio |
|
| October 28, 2024 |
Promissory Note, dated October 22, 2024. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| October 28, 2024 |
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): October 22, 2024 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Comm |
|
| October 7, 2024 |
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): October 1, 2024 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commi |
|
| September 13, 2024 |
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): September 10, 2024 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Co |
|
| September 13, 2024 |
Exhibit 3.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MARBLEGATE ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law MARBLEGATE ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation is Marblegate Acquisition C |
|
| August 26, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
|
| August 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
|
| August 7, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fil |
|
| July 19, 2024 |
Promissory Note, dated July 18, 2024. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| July 19, 2024 |
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): July 18, 2024 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commiss |
|
| May 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi |
|
| April 12, 2024 |
EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
|
| April 12, 2024 |
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 11, 2024 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commis |
|
| April 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu |
|
| April 1, 2024 |
Policy Related to Recovery of Erroneously Awarded Compensation.* Exhibit 97 MARBLEGATE ACQUISITION CORP. COMPENSATION RECOVERY POLICY Adopted as of November 29, 2023 Marblegate Acquisition Corp., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from current |
|
| February 1, 2024 |
SC 13G/A 1 gate13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) * Marblegate Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 56608A105 (Cusip Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check |
|
| December 22, 2023 |
Promissory Note, dated December 21, 2023. (9) Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| December 22, 2023 |
Third Amendment to the Amended and Restated Certificate of Incorporation. (9) Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MARBLEGATE ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law MARBLEGATE ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation is Marblegate Acquisition Co |
|
| December 22, 2023 |
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): December 19, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Com |
|
| November 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
|
| November 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
|
| November 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
|
| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
|
| August 8, 2023 |
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): August 2, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commis |
|
| July 21, 2023 |
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): July 19, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commiss |
|
| July 21, 2023 |
Promissory Note, dated July 20, 2023. (11) EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
|
| July 3, 2023 |
Second Amendment to the Amended and Restated Certificate of Incorporation. (8) EX-3.1 Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MARBLEGATE ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law MARBLEGATE ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation is Marblegate Acquis |
|
| July 3, 2023 |
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): June 27, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commiss |
|
| June 21, 2023 |
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): June 21, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commiss |
|
| June 21, 2023 |
DEFA14A 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): June 21, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) |
|
| June 16, 2023 |
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): June 15, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commiss |
|
| June 16, 2023 |
DEFA14A 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): June 15, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) |
|
| June 16, 2023 |
EX-99.1 Exhibit 99.1 Marblegate Acquisition Corp. Announces Confidential Submission of Form S-4 Registration Statement Related to Proposed Business Combination NEW YORK, June 15, 2023 – Marblegate Acquisition Corp. (NASDAQ: GATE) (“GATE”), a blank check company formed for the purpose of effecting a business combination, today announced the confidential submission with the U.S. Securities and Excha |
|
| June 9, 2023 |
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): June 5, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commissi |
|
| June 5, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| June 1, 2023 |
PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| May 19, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
|
| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION R EP ORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:001-40862 MARBLEGA |
|
| April 6, 2023 |
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): March 31, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commis |
|
| April 3, 2023 |
NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Trans |
|
| April 3, 2023 |
Exhibit 10.16 Execution Version MARBLEGATE ACQUISITION CORP. Personal and Confidential December 2, 2022 Redan Advisors LLC c/o Patrick J. Bartels, Jr. Re: Appointment as Independent Director Dear Patrick, Further to our discussions and your appointment as an independent director of the Board of Directors (the “Board”) of Marblegate Acquisition Corp. (the “Company”), I am happy to provide this lett |
|
| April 3, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40 |
|
| March 17, 2023 |
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): March 13, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commis |
|
| March 17, 2023 |
425 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): March 13, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Co |
|
| February 21, 2023 |
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): February 14, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Com |
|
| February 21, 2023 |
EX-10.1 Exhibit 10.1 FORM OF SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of February 14, 2023, is made by and among Marblegate Acquisition Corporation, a Delaware corporation (“Acquiror”), [Marblegate Acquisition LLC, a Delaware limited liability company]//[the undersigned director or executive officer of Acquiror] (the “Supporting Shareholder”), as a hold |
|
| February 21, 2023 |
EX-2.1 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG MARBLEGATE ASSET MANAGEMENT, LLC, MARBLEGATE ACQUISITION CORP., MARBLEGATE CAPITAL CORPORATION, MAC MERGER SUB, INC., DEPALMA ACQUISITION I LLC AND DEPALMA ACQUISITION II LLC DATED AS OF FEBRUARY 14, 2023 TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE 2 CLOSING TRANSACTIONS 19 Section 2.1 Closi |
|
| February 17, 2023 |
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): February 13, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Com |
|
| February 17, 2023 |
PROMISSORY NOTE Principal Amount: Up to $1,100,000 Dated as of February 13, 2023 New York, New York Exhibit 99.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Marblegate Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 56608A204 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru |
|
| February 14, 2023 |
SC 13G/A 1 gatea121423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Marblegate Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 56608A105 (CUSIP Number) December 30, 2022 (Date of Event which Requires |
|
| February 6, 2023 |
SC 13G/A 1 13ga3marblegate.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * Marblegate Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 56608A105 (Cusip Number) December 31, 2022 (Date of Event which Requires Filing of this Statement |
|
| January 26, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): January 21, 2023 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Comm |
|
| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
|
| December 8, 2022 |
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): December 2, 2022 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Comm |
|
| December 7, 2022 |
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): December 2, 2022 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Comm |
|
| December 7, 2022 |
Amendment to the Amended and Restated Certificate of Incorporation. (5) Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MARBLEGATE ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law MARBLEGATE ACQUISITION CORP. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation is Marblegate Acquisition Corp.. T |
|
| November 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
|
| November 9, 2022 |
DEF 14A 1 d347995ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com |
|
| October 26, 2022 |
PRE 14A 1 d347995dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Com |
|
| September 21, 2022 |
MARBLEGATE ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 VIA EDGAR September 21, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attention: Ameen Hamady Re: Marblegate Acquisition Corp. Form 10-K for the year ended December 31, 2021 Filed o |
|
| August 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
|
| July 7, 2022 |
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): June 30, 2022 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Commiss |
|
| July 7, 2022 |
PROMISSORY NOTE Principal Amount: Up to $600,000 Dated as of June 30, 2022 New York, New York Exhibit 99.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| May 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
|
| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Marblegate Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 56608A204 (CUSIP Number) April 19, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
|
| April 1, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40862 |
|
| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K For the Transition Pe |
|
| April 1, 2022 |
Description of Registered Securities. (3) Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Marblegate Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consist |
|
| February 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Marblegate Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 56608A 105 (CUSIP Number) Andrew Milgram c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Tele |
|
| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Marblegate Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 56608A105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
|
| February 11, 2022 |
Shaolin Capital Management LLC - SC 13G GATE SC 13G 1 gate.htm SC 13G GATE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Marblegate Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 56608A105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) |
|
| February 9, 2022 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Marblegate Acquisition Corp. (Name of Issuer) Class A common stock (Title of Class of Securities) 56608A105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
|
| February 8, 2022 |
FARALLON CAPITAL MANAGEMENT LLC - AMENDMENT #1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
|
| November 19, 2021 |
Financial Statements and Exhibits, Other Events 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): November 19, 2021 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of incorporation) (Com |
|
| November 19, 2021 |
Exhibit 99.1 Marblegate Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing November 22, 2021 New York, NY, November 19, 2021 ? Marblegate Acquisition Corp. (NASDAQ: GATEU) (the ?Company?) announced today that, commencing November 22, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade shares of th |
|
| November 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
|
| October 15, 2021 |
EX-99.1 CUSIP No. 56608A 105 13D Page 12 of 12 pages Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness |
|
| October 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Marblegate Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 56608A 105 (CUSIP Number) Andrew Milgram c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Telep |
|
| October 12, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 d231861d8k.htm 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): October 12, 2021 (October 5, 2021) MARBLEGATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or |
|
| October 12, 2021 |
Farallon Capital Partners, L.P. - SC 13G SC 13G 1 tm2129711d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Marblegate Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 56608A204*** (Cusip Number) October 5, 2021 (Date of Event which Requires Filing of this Sta |
|
| October 12, 2021 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) EX-1 2 tm2129711d1ex1.htm EXHIBIT 1 EXHIBIT 1 to SCHEDULE 13G JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of fi |
|
| October 12, 2021 |
Exhibit 99.1 MARBLEGATE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 5, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Marblegate Acquisition Corp. Opinion on the Financial Statement We have audited t |
|
| October 5, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of September, 2021, by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, |
|
| October 5, 2021 |
Marblegate Acquisition Corp. Announces Pricing of $300,000,000 Initial Public Offering Exhibit 99.1 Marblegate Acquisition Corp. Announces Pricing of $300,000,000 Initial Public Offering New York, NY ? September 30, 2021 ? Marblegate Acquisition Corp. (the ?Company?) announced today that it priced its initial public offering of 30,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (?Nasdaq?) and will begin trading tomorrow, Friday, October 1, 2021 |
|
| October 5, 2021 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 30, 2021, is by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial |
|
| October 5, 2021 |
Marblegate Acquisition Corp. Announces Closing of $300,000,000 Initial Public Offering Exhibit 99.2 Marblegate Acquisition Corp. Announces Closing of $300,000,000 Initial Public Offering New York, NY ? October 5, 2021 ? Marblegate Acquisition Corp. (NASDAQ: GATEU) (the ?Company?) announced today that it closed its initial public offering of 30,000,000 units. The offering was priced at $10.00 per unit, resulting in gross proceeds of $300,000,000. The underwriters have a 45-day option |
|
| October 5, 2021 |
Exhibit 1.1 UNDERWRITING AGREEMENT between MARBLEGATE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: September 30, 2021 MARBLEGATE ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York September 30, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Marblegate Acqu |
|
| October 5, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of September 30, 2021, is made and entered into by and among Marblegate Acquisition Corp., a Delaware corporation (the ?Company?), Marblegate Acquisition LLC, a Delaware limited liability company (the ?Sponsor?), Cantor Fitzgerald & Co. (?Cantor?), the qualified institutional buyers or instit |
|
| October 5, 2021 |
Amended and Restated Certificate of Incorporation. (2) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MARBLEGATE ACQUISITION CORP. September 30, 2021 Marblegate Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Marblegate Acquisition Corp.?. The certificate of incorporation of the Corporation was filed |
|
| October 5, 2021 |
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): October 5, 2021 (September 30, 2021) Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40862 85-4249135 (State or other jurisdiction of |
|
| October 5, 2021 |
Exhibit 10.1 September 30, 2021 Marblegate Acquisition Corp. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Marblegate Acquisition Corp., a |
|
| October 5, 2021 |
Unit Subscription Agreement, dated September 30, 2021, by and between the Company and Cantor. (2) Exhibit 10.6 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this ?Agreement?) is made as of the 30th day of September, 2021, by and between Marblegate Acquisition Corp., a Delaware corporation (the ?Company?) and Cantor Fitzgerald & Co. (the ?Subscriber?). WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the ?Offering |
|
| October 5, 2021 |
Exhibit 10.4 MARBLEGATE ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 September 30, 2021 MARBLEGATE ACQUISITION LLC c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement, by and between Marblegate Acquisition Corp. (the ?Comp |
|
| October 5, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 30, 2021, by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. No |
|
| October 4, 2021 |
$300,000,000 Marblegate Acquisition Corp. 30,000,000 Units 424B4 1 d165246d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-259422 PROSPECTUS $300,000,000 Marblegate Acquisition Corp. 30,000,000 Units Marblegate Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combinati |
|
| September 30, 2021 |
8-A12B 1 d110510d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 85-4249135 (State or other jurisdiction of incorporation or organiza |
|
| September 28, 2021 |
CORRESP 1 filename1.htm Marblegate Acquisition Corp. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Telephone: (212) 370-1300 September 28, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E.Washington, D.C. 20549 Attention: Michael Davis Re: Marblegate Acquisition Corp. Registration Statement on Form S-1 Filed September 9, 2021, as amended |
|
| September 28, 2021 |
CORRESP 1 filename1.htm September 28, 2021 VIA EDGAR U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Marblegate Acquisition Corp. Registration Statement on Form S-1 File No. 333-259422 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the re |
|
| September 21, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 20, 2021. S-1/A 1 d165246ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on September 20, 2021. Registration No. 333-259422 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Del |
|
| September 9, 2021 |
Specimen Class A Common Stock Certificate. (1) Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 56608A 105 MARBLEGATE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF MARBLEGATE ACQUISITION CORP. (THE “COMPANY”) transferable on the books |
|
| September 9, 2021 |
Specimen Warrant Certificate. (1) Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW MARBLEGATE ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 56608A 113 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the |
|
| September 9, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Marblegate Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Marble |
|
| September 9, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Marblegate Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Marble |
|
| September 9, 2021 |
EX-10.3 13 d165246dex103.htm EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statem |
|
| September 9, 2021 |
Form of Indemnity Agreement. (1) EX-10.8 18 d165246dex108.htm EX-10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle |
|
| September 9, 2021 |
EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Marblegate Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of b |
|
| September 9, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Marblegate Acquisition Corp., a Delaware corporation (the ?Company?), Marblegate Acquisition LLC, a Delaware limited liability company (the ?Sponsor?), Cantor Fitzgerald & Co. (?Cantor?), the qualified institutional buyers or institutional a |
|
| September 9, 2021 |
Specimen Unit Certificate. (1) EX-4.1 6 d165246dex41.htm EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 56608A 204 MARBLEGATE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share |
|
| September 9, 2021 |
Form of Underwriting Agreement* EX-1.1 2 d165246dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between MARBLEGATE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: , 2021 MARBLEGATE ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York , 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Marble |
|
| September 9, 2021 |
Consent of Wallace Mathai Davis * Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Marblegate Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Marble |
|
| September 9, 2021 |
Exhibit 3.3 BY LAWS OF MARBLEGATE ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in De |
|
| September 9, 2021 |
Power of Attorney (included on signature page to the initial filing of this Registration Statement)* S-1 1 d165246ds1.htm S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on September 9, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Marblegate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-4249135 (State or |
|
| September 9, 2021 |
Form of Amended and Restated Certificate of Incorporation* EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MARBLEGATE ACQUISITION CORP. [ ], 2021 Marblegate Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Marblegate Acquisition Corp.”. The certificate of incorporation of the Corporation was filed w |
|
| September 9, 2021 |
EX-14 Exhibit 14 CODE OF ETHICS OF MARBLEGATE ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of Marblegate Acquisition Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: • promote honest and ethical conduct, including the ethical handling of actu |
|
| September 9, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [•]th day of [•], 2021, by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, and |
|
| September 9, 2021 |
Promissory Note, dated January 15, 2021, issued to the sponsor. (1) EX-10.2 12 d165246dex102.htm EX-10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM |
|
| September 9, 2021 |
EX-10.1 11 d165246dex101.htm EX-10.1 Exhibit 10.1 [•], 2021 Marblegate Acquisition Corp. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Marb |
|
| September 9, 2021 |
Exhibit 10.9 MARBLEGATE ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 [•], 2021 MARBLEGATE ACQUISITION LLC c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement, by and between Marblegate Acquisition Corp. (the “Company”) and |
|
| September 9, 2021 |
EX-10.11 21 d165246dex1011.htm EX-10.11 Exhibit 10.11 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August [•], 2021, is by and among (i) Marblegate Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Marblegate Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the purchaser signatory (or signatories) hereto (each, an “Invest |
|
| September 9, 2021 |
EX-10.12 22 d165246dex1012.htm EX-10.12 Exhibit 10.12 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of September [●], 2021, is by and among (i) Marblegate Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Marblegate Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the purchaser signatory (or signatories) hereto (each, an “Inv |
|
| September 9, 2021 |
EX-10.7 Exhibit 10.7 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [•]th day of [•], 2021, by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”). WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offer |
|
| September 9, 2021 |
CORRESP 1 filename1.htm MARBLEGATE ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 VIA EDGAR September 9, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attention: Michael Davis and Mary Beth Breslin Re: Marblegate Acquisition Corp. Amendmen |
|
| September 9, 2021 |
Compensation Committee Charter (1) Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF MARBLEGATE ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Marblegate Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive c |
|
| September 9, 2021 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MARBLEGATE ACQUISITION CORP. December 10, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Marblegate Acquisition Corp. (the “Co |
|
| September 9, 2021 |
Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public of |
|
| September 9, 2021 |
Exhibit 99.1 MARBLEGATE ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Marblegate Acquisition Corp. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: • Performing the Board’s oversight responsibilities as they relate to the Company’s accounting policie |
|
| September 9, 2021 |
Exhibit 10.5 Marblegate Acquisition Corp. c/o Marblegate Asset Management LLC 5 Greenwich Office Park, Suite 400 Greenwich, CT 06831 January 15, 2021 Marblegate Acquisition LLC c/o Marblegate Asset Management LLC 5 Greenwich Office Park, Suite 400 Greenwich, CT 06831 Re: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on the date hereof by a |
|
| September 9, 2021 |
EX-10.10 20 d165246dex1010.htm EX-10.10 Exhibit 10.10 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August [•], 2021, is by and among (i) Marblegate Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Marblegate Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the purchaser signatory (or signatories) hereto (each, an “Invest |
|
| July 14, 2021 |
EX-4.4 2 filename2.htm Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged |
|
| July 14, 2021 |
DRS/A 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on July 14, 2021. This Amendment No. 1 to the draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSI |
|
| July 1, 2021 |
CERTIFICATE OF INCORPORATION MARBLEGATE ACQUISITION CORP. December 10, 2020 EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MARBLEGATE ACQUISITION CORP. December 10, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Marblegate Acquisitio |
|
| July 1, 2021 |
EX-10.5 5 filename5.htm Exhibit 10.5 Marblegate Acquisition Corp. c/o Marblegate Asset Management LLC 5 Greenwich Office Park, Suite 400 Greenwich, CT 06831 January 15, 2021 Marblegate Acquisition LLC c/o Marblegate Asset Management LLC 5 Greenwich Office Park, Suite 400 Greenwich, CT 06831 Re: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into |
|
| July 1, 2021 |
DRS 1 filename1.htm Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on July 1, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washi |
|
| July 1, 2021 |
PROMISSORY NOTE Principal Amount: Up to $300,000 Dated as of January 15, 2021 New York, New York Exhibit 10.2 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| July 1, 2021 |
BY LAWS MARBLEGATE ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I EX-3.3 3 filename3.htm Exhibit 3.3 BY LAWS OF MARBLEGATE ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s |
