Sec Form 4 Filing - Marblegate Acquisition LLC @ Marblegate Acquisition Corp. - 2021-11-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Marblegate Acquisition LLC 2. Issuer Name and Ticker or Trading Symbol Marblegate Acquisition Corp. [ GATEU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ELLENOFF GROSSMAN & SCHOLE LLP, 1345 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2021 (Street) NEW YORK, NY10105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) 11/15/2021 J( 2 ) 1,507,500 ( 1 ) ( 1 ) Class A Common Stock 1,507,500 $ 0.002 7,829,469 D( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marblegate Acquisition LLC C/O ELLENOFF GROSSMAN & SCHOLE LLP 1345 AVENUE OF THE AMERICAS NEW YORK, NY10105 X Marblegate Asset Management, LLC 5 GREENWICH OFFICE PARK, SUITE 400 GREENWICH, CT06831 X Milgram Andrew 5 GREENWICH OFFICE PARK, SUITE 400 GREENWICH, CT06831 X Chief Executive Officer Arrouet Paul 5 GREENWICH OFFICE PARK, SUITE 400 GREENWICH, CT06831 X President Signatures Marblegate Acquisition LLC, By: /s/ Andrew Milgram, a managing partner of Marblegate Asset Management, LLC, the managing member of Marblegate Acquisition LLC 11/17/2021 Signature of Reporting Person Date Marblegate Asset Management, LLC, By: /s/ Andrew Milgram, a managing partner 11/17/2021 Signature of Reporting Person Date Andrew Milgram, /s/ Andrew Milgram 11/17/2021 Signature of Reporting Person Date Paul Arrouet, /s/ Paul Arrouet 11/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the registrant's registration statement on Form S-1 (File No. 333-259422) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date. ( 2 )As contemplated in connection with the initial public offering of the registrant, 1,507,500 shares of Class B common stock of the registrant were returned by the reporting persons to the registrant for no consideration and cancelled, because the underwriters' over-allotment option was not exercised. ( 3 )Marblegate Acquisition LLC (the "Sponsor") is the record holder of the securities reported herein. Marblegate Asset Management, LLC ("MAM") is the managing member of the Sponsor and each of Andrew Milgram and Paul Arrouet are managing partners of MAM. Messrs. Milgram and Arrouet may be deemed to have shared beneficial ownership of the shares held by the Sponsor by virtue of their control over the Sponsor, as managing partners of the Sponsor's managing member. Messrs. Milgram and Arrouet each disclaims beneficial ownership of the common stock held by the Sponsor other than to the extent of his pecuniary interest in such shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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