SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 (Last) (First) (Middle) C/O ELLENOFF GROSSMAN & SCHOLE LLP 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/30/2021	3. Issuer Name and Ticker or Trading Symbol Marblegate Acquisition Corp. [ GATEU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(1)	(1)	(1)	Class A Common Stock	11,810,833(2)	(1)	D(2)(3)

1. Name and Address of Reporting Person* Marblegate Acquisition LLC (Last) (First) (Middle) C/O ELLENOFF GROSSMAN & SCHOLE LLP 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Marblegate Asset Management, LLC (Last) (First) (Middle) C/O ELLENOFF GROSSMAN & SCHOLE LLP 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Milgram Andrew (Last) (First) (Middle) C/O ELLENOFF GROSSMAN & SCHOLE LLP 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* Arrouet Paul (Last) (First) (Middle) C/O ELLENOFF GROSSMAN & SCHOLE LLP 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) Other (specify below) President

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. These shares represent the Class B common stock held by Marblegate Acquisition LLC (the "Sponsor") acquired pursuant to a subscription agreement dated as of January 15, 2021 by and between the Sponsor and the registrant. These shares include an aggregate of 1,507,500 shares that are subject to forfeiture to the extent that the underwriter's do not exercise their over-allotment option in connection with the registrant's initial public offering in full. 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.

3. 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.

Remarks:

	Marblegate Acquisition LLC, By: /s /Andrew Milgram, Managing Partner of Marblegate Asset Management, LLC, the Managing Member of Marblegate Acquisition LLC	09/30/2021
	Marblegate Asset Management, LLC, By: /s /Andrew Milgram, Managing Partner	09/30/2021
	/s/ Andrew Milgram	09/30/2021
	/s/ Paul Arrouet	09/30/2021
	** Signature of Reporting Person	Date
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