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* Dapice Joshua J. (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2023	3. Issuer Name and Ticker or Trading Symbol Marblegate Acquisition Corp. [ GATE ]
		4. 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%	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)
Class A common stock	150,000	I	See Footnotes(1)(3)(4)(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
Warrants	(6)	(6)	Class A common stock	1,485,000	$11.5	I	See Footnotes(1)(3)(4)(5)
Class B common stock	(7)	(7)	Class A common stock	225,000	(7)	I	See Footnotes(2)(3)(4)(5)

1. Name and Address of Reporting Person* Dapice Joshua J. (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a Group Owning 10%

1. Name and Address of Reporting Person* Dunn Hannah E. (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a Group Owning 10%

1. Name and Address of Reporting Person* Saito Edric C. (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a Group Owning 10%

1. Name and Address of Reporting Person* Short Daniel S. (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a Group Owning 10%

Explanation of Responses:

1. The amount of securities shown in this row is owned directly by Grassland Investors, LLC ("Grassland"). All such securities were previously reported by Grassland, Farallon Capital Management, L.L.C. (the "Management Company") and related individuals on Forms 3 filed on December 16, 2022 (collectively, the "Prior Filings"). There have been no transactions in such securities by any such entities or individuals since the filing of the Prior Filings.

2. The amount of securities shown in this row is owned directly by Wingback Investors LLC ("Wingback"). All such securities were previously reported by Wingback, the Management Company and related individuals on the Prior Filings. There have been no transactions in such securities by any such entities or individuals since the filing of the Prior Filings.

3. The Management Company, as the manager of Grassland and Wingback, may be deemed to be a beneficial owner of the securities of Marblegate Acquisition Corp. (the "Issuer") held by each of Grassland and Wingback. Effective as of January 1, 2023, each of Joshua J. Dapice, Hannah E. Dunn, Edric C. Saito and Daniel S. Short (collectively, the "Managing Members"), became a managing member of the Management Company with the power to exercise investment discretion and, as such, may be deemed to be a beneficial owner of the Issuer's securities held by Grassland and Wingback.

4. 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. 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 or her pecuniary interest, if any.

5. The entities and individuals identified in the footnotes of this Form 3, together with the entities and individuals identified in the Prior Filings, may be deemed members of a group holding equity securities of 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.

6. 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.

7. 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.

	/s/ Joshua J. Dapice	01/11/2023
	/s/ Hannah E. Dunn	01/11/2023
	/s/ Edric C. Saito	01/11/2023
	/s/ Daniel S. Short	01/11/2023
	** Signature of Reporting Person	Date
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 5 (b)(v).
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