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~~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)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

411 Theodore Fremd Avenue

Suite 206S

Rye, New York 10580

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (914) 415-4081

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable warrant	GATEU	The Nasdaq Stock Market LLC
Shares of Class A Common Stock, par value $0.0001 per share	GATE	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50	GATEW	The Nasdaq Stock Market LLC

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. ☐

Item 1 5.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On ~~July~~September 1810, 2024, Marblegate Acquisition Corp. (the “Company”) ~~issued~~filed aan ~~promissory~~amendment ~~note~~to ~~(the~~its ~~“Note”)~~Amended inand ~~the~~Restated ~~principal~~Certificate ~~amount~~ of upIncorporation towith ~~$255,000~~the toSecretary ~~Marblegate~~of ~~Special~~State ~~Opportunities Master Fund, L.P., a member~~ of the ~~Company’s~~State ~~sponsor~~of Delaware (the “~~Payee~~Extension Amendment”). The ~~Note~~Extension ~~was~~Amendment ~~issued~~extends ~~in connection with advances~~ the ~~Payee has made, and may make in the future, to the Company for working capital expenses. The Note bears no interest and is due and payable upon the earlier to occur of (i) the~~ date onby which the Company ~~consummates~~must consummate its initial business combination ~~and~~from ~~(ii)~~October ~~the date that the winding up of the Company is effective. At the election of the Payee~~5, ~~all~~2024 ~~or a portion of the unpaid principal amount of the Note may be converted into shares of Class A common stock of the Company (the “Conversion Shares”), equal~~ to: ~~(x)~~April ~~the portion of the principal amount of the Note being converted~~5, ~~divided by (y) $10.00~~2025, ~~rounded~~or upsuch toearlier ~~the~~date ~~nearest~~as ~~whole~~determined ~~number of shares. The Conversion Shares will be identical to the shares of Class A common stock included in the units issued~~ by the Company ~~to its sponsor and the representative of the underwriters in a private placement in connection with the Company~~’s ~~initial~~board ~~public~~of ~~offering.~~directors ~~The Conversion Shares are entitled to~~ (the ~~registration rights set forth in the Note~~“Board”).

The ~~issuance~~foregoing ofdescription ~~the~~is ~~Note~~qualified ~~was~~in ~~made~~its ~~pursuant~~entirety by reference to the ~~exemption~~Extension ~~from~~Amendment, ~~registration~~a ~~contained~~copy inof ~~Section 4(a)(2)~~which ofis ~~the~~attached ~~Securities~~as ~~Act~~Exhibit of3.1 ~~1933,~~hereto asand ~~amended~~is incorporated by reference herein.

~~The~~Item 5.07. ~~foregoing~~Submission ~~description~~of isMatters ~~qualified in its entirety by reference~~ to ~~the Note,~~ a ~~copy~~Vote of ~~which~~Security ~~is attached as Exhibit 10~~Holders.1 ~~hereto and is incorporated herein by reference.~~

~~Item~~On ~~2.03.~~September 10, ~~Creation~~2024, ofthe Company held a ~~Direct~~special ~~Financial~~meeting ~~Obligation~~of orstockholders anin ~~Obligation~~lieu ~~Under~~of an ~~Off-balance~~annual ~~Sheet~~meeting ~~Arrangement~~(the of“Meeting”) ato ~~Registrant~~approve the Extension Amendment Proposal, the Director Election Proposal and the Adjournment Proposal, each as defined and more fully described in its definitive proxy statement, filed with United States Securities and Exchange Commission (the “Commission”) on August 26, 2024.

The ~~disclosure~~final ~~contained~~voting inresults ~~Item~~for ~~1.01~~these ofproposals ~~this~~were ~~Current~~as ~~Report~~follows: ~~on Form 8-K is incorporated by reference in this Item 2.03.~~

Proposal No. 1: The Extension Amendment Proposal: To amend the Company’s amended and restated certificate of incorporation by allowing the Company to extend the date by which it has to consummate a business combination for an additional six (6) months, from October 5, 2024 to April 5, 2025, or such earlier date as determined by the Company’s board of directors.


FOR	AGAINST	ABSTAIN
9,581,864	34,022	0

Proposal No. 2: The Director Election Proposal: To elect each of Andrew Milgram, Paul Arrouet, and Patrick J. Bartels, Jr. as Class III directors of the Board until the annual meeting of the Company to be held in 2027 or until their successors are appointed and qualified.

Andrew Milgram


FOR		WITHHELD
9,613,386		2,500

Paul Arrouet


FOR		WITHHELD
9,581,864		34,022

Patrick J. Bartels, Jr.


FOR		WITHHELD
9,613,386		2,500

Proposal No. 3: The Adjournment Proposal: The Company had solicited proxies in favor of an Adjournment Proposal that would have given the Company authority to adjourn the Meeting to solicit additional proxies. As sufficient shares were voted in favor of the Extension Amendment Proposal and the Director Election Proposal, this proposal was not voted upon at the Meeting.

Stockholders holding 268,726 shares of the Company’s Class A common stock (“Public Shares”) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $2.9 million (approximately $10.90 per share) will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 368,879 Public Shares outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
10.1		Promissory Note, dated July 18, 2024.
3.1		Fourth Amendment to Amended and Restated Certificate of Incorporation of Marblegate Acquisition Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: September ~~July 19~~13, 2024


Marblegate Acquisition Corp.

By:		/s/ Jeffrey Kravetz
Name: Jeffrey Kravetz
Title: Chief Financial Officer

Filing Compare · Marblegate Acquisition Corp.