Sec Form 3 Filing - Roberts Thomas G. Jr. @ Marblegate Acquisition Corp. - 2022-12-07

FORM 3 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 Roberts Thomas G. Jr. 2. Issuer Name and Ticker or Trading Symbol Marblegate Acquisition Corp. [ GATE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of a Group Owning 10% (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C., ONE MARITIME PLAZA, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2022 (Street) SAN FRANCISCO, CA94111 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 Class A common stock 150,000 D( 1 )( 2 )( 3 ) Class A common stock 150,000 I See Footnotes( 1 )( 2 )( 3 )( 5 )( 6 )

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 Warrants $ 11.5 ( 7 ) ( 7 ) Class A common stock 1,485,000 D( 1 )( 2 )( 3 ) Warrants $ 11.5 ( 7 ) ( 7 ) Class A common stock 1,485,000 I See Footnotes( 1 )( 2 )( 3 )( 5 )( 6 ) Class B common stock ( 8 ) ( 8 ) ( 8 ) Class A common stock 225,000 D( 1 )( 2 )( 4 ) Class B common stock ( 8 ) ( 8 ) ( 8 ) Class A common stock 225,000 I See Footnotes( 1 )( 2 )( 4 )( 5 )( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Roberts Thomas G. Jr. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 Member of a Group Owning 10% Seybold William C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 Member of a Group Owning 10% Spokes Andrew J M C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 Member of a Group Owning 10% Warren John R. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 Member of a Group Owning 10% WEHRLY MARK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 Member of a Group Owning 10% Wingback Investors LLC C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA SUITE 2100 SAN FRANCISCO, CA94111 Member of a Group Owning 10% Signatures /s/ Michael B. Fisch, as attorney-in-fact for Thomas G. Roberts Jr. 12/16/2022 Signature of Reporting Person Date /s/ Michael B. Fisch, as attorney-in-fact for William Seybold 12/16/2022 Signature of Reporting Person Date /s/ Michael B. Fisch, as attorney-in-fact for Andrew J. M. Spokes 12/16/2022 Signature of Reporting Person Date /s/ Michael B. Fisch, as attorney-in-fact for John R. Warren 12/16/2022 Signature of Reporting Person Date /s/ Michael B. Fisch, as attorney-in-fact for Mark C. Wehrly 12/16/2022 Signature of Reporting Person Date /s/ Michael B. Fisch, as authorized signatory for Wingback Investors LLC 12/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of Marblegate Acquisition Corp. (the "Issuer"). The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group. ( 2 )Since the number of reporting persons that may be listed on a Form 3 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 3 are filing one or more additional Forms 3 on the date hereof as reporting persons with respect to the securities described herein (each, a "Parallel Form 3"). Information regarding these entities and individuals is included in this Form 3 for purposes of clarification and convenience only, and is duplicative of the information reported in any Parallel Form 3. ( 3 )The amount of securities shown in this row is owned directly by Grassland Investors, LLC ("Grassland"). ( 4 )The amount of securities shown in this row is owned directly by Wingback Investors LLC ("Wingback"). ( 5 )Farallon Capital Management, L.L.C. (the "Management Company"), as the manager of Grassland and Wingback, may be deemed to be a beneficial owner of the Issuer's securities held by each of Grassland and Wingback. The Management Company disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of its pecuniary interest, if any. ( 6 )Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren, and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member or senior managing member, as the case may be, of the Management Co mpany, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by Grassland and Wingback. Each of the Managing Members disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any. ( 7 )Each whole warrant of the Issuer is exercisable, pursuant to the terms thereof, for one share of Class A common stock of the Issuer on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering (the "IPO"). The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption by or liquidation of the Issuer, as described in the prospectus for the IPO. ( 8 )As described in and pursuant to the terms and conditions of the Issuer's certificate of incorporation, the shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at the time of the Issuer's initial business combination.

Remarks: On a Form 8-K filed by the Issuer on December 7, 2022 (the "Form 8-K"), the Issuer disclosed that, in connection with the Issuer's proposal to amend its certificate of incorporation, stockholders holding 28,989,609 shares of the Issuer's Class A common stock exercised their right to redeem such shares, and that following such redemptions the Issuer will have 1,010,391 shares of Class A common stock outstanding. The reporting persons are filing this Form 3 to reflect the fact that, due solely to the redemptions reported in the Form 8-K, Grassland holds greater than 10.0% of the Class A common stock outstanding. This Form 3 does not reflect any acquisition of Class A common stock by any reporting person.

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).

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