Filing Details

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)

☐	Rule 13d-1(b)
x	Rule 13d-1(c)
☐	Rule 13d-1(d)

13G

13G

13G

¹ Includes 225,000 Shares into which shares of Class B Common Stock are convertible within the next 60 days.

13G

13G

13G

13G

¹ Includes 225,000 Shares into which shares of Class B Common Stock are convertible within the next 60 days.

13G

13G

13G

13G

13G

13G

13G

13G

13G

13G

13G

13G

This Amendment No. 4 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on October 12, 2021 (together with all prior and current amendments thereto, this “Schedule 13G”).

Preliminary Note:

As of the date hereof, Grassland Investors, LLC holds 150,000 Shares.  Also as of the date hereof, an investment vehicle (the “SPV”) that is managed by the Management Company holds 225,000 shares of Class B common stock of the Company (“Class B Common Stock”), each of which is convertible at the holder’s option into one Share.  Accordingly, as of the date hereof, the Management Company may be deemed a beneficial owner of 375,000 Shares.

  

Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below. 

Item 1.

Issuer

Marblegate Acquisition Corp. (the “Company”)

411 Theodore Fremd Avenue

Suite 206S

Rye, New York 10580

Item 2.

Identity and Background

Title of Class of Securities and CUSIP Number (Items 2(d) and (e))

This statement relates to shares of Class A common stock, par value $0.0001 per share (the “Shares”), of the Company.  The CUSIP number for the Shares is 56608A105.

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.

(i)	Grassland Investors, LLC, a Delaware limited liability company (“Grassland Investors, LLC”), with respect to the Shares held by it.

(ii)

Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), which is the manager of each of Grassland Investors, LLC and the SPV, with respect to the Shares held by Grassland Investors, LLC and the Shares that the SPV has the right to acquire upon the conversion of shares of Class B Common Stock.

(iii)

The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Management Company, with respect to the Shares held by Grassland Investors, LLC and the Shares that the SPV has the right to acquire upon the conversion of shares of Class B Common Stock:  Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”); William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).

Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”

This Schedule 13G reports that effective June 30, 2023, Michael B. Fisch (“Fisch”) resigned as a member of the Management Company.  Accordingly, as of that date, Fisch no longer may be deemed a beneficial owner of any Shares held by Grassland Investors, LLC or any shares of Class B Common Stock held by the SPV.  Unless the context otherwise requires, any reference herein to the “Farallon Individual Reporting Persons” shall not include Fisch.

The citizenship of each of Grassland Investors, LLC and the Management Company is set forth above.  Each of Fisch and the Farallon Individual Reporting Persons, other than Giauque and Spokes, is a citizen of the United States.  Giauque is a citizen of France.  Spokes is a citizen of the United Kingdom.  The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.

Not applicable.

Item 4.

Ownership

The information required by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be a beneficial owner of more than five percent of the class of securities, check the following:

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 Not applicable.

Item 8.

Identification and Classification of Members of the Group

The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c).  Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  February 1, 2024

The Powers of Attorney executed by each of Dapice, Dreyfuss, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly authorizing Dunn to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the Securities and Exchange Commission on January 31, 2023 by such Reporting Persons with respect to the Class A Ordinary Shares of ARYA Sciences Acquisition Corp IV, are hereby incorporated by reference.

EXHIBIT INDEX

EXHIBIT 1

to

SCHEDULE 13G

JOINT ACQUISITION STATEMENT

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 filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated:  February 1, 2024