UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 10, 2024, Marblegate Acquisition Corp. (the “Company”) filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate its initial business combination from October 5, 2024 to April 5, 2025, or such earlier date as determined by the Company’s board of directors (the “Board”).
The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 10, 2024, the Company held a special meeting of stockholders in lieu of an annual meeting (the “Meeting”) to approve the Extension Amendment Proposal, the Director Election Proposal and the Adjournment Proposal, each as defined and more fully described in its definitive proxy statement, filed with United States Securities and Exchange Commission (the “Commission”) on August 26, 2024.
The final voting results for these proposals were as follows:
Proposal No. 1: The Extension Amendment Proposal: To amend the Company’s amended and restated certificate of incorporation by allowing the Company to extend the date by which it has to consummate a business combination for an additional six (6) months, from October 5, 2024 to April 5, 2025, or such earlier date as determined by the Company’s board of directors.
| FOR |
AGAINST |
ABSTAIN | ||
| 9,581,864 |
34,022 | 0 |
Proposal No. 2: The Director Election Proposal: To elect each of Andrew Milgram, Paul Arrouet, and Patrick J. Bartels, Jr. as Class III directors of the Board until the annual meeting of the Company to be held in 2027 or until their successors are appointed and qualified.
| a. | Andrew Milgram |
| FOR |
WITHHELD | |
| 9,613,386 |
2,500 |
| b. | Paul Arrouet |
| FOR |
WITHHELD | |
| 9,581,864 |
34,022 |
| a. | Patrick J. Bartels, Jr. |
| FOR |
WITHHELD | |
| 9,613,386 |
2,500 |
Proposal No. 3: The Adjournment Proposal: The Company had solicited proxies in favor of an Adjournment Proposal that would have given the Company authority to adjourn the Meeting to solicit additional proxies. As sufficient shares were voted in favor of the Extension Amendment Proposal and the Director Election Proposal, this proposal was not voted upon at the Meeting.
Stockholders holding 268,726 shares of the Company’s Class A common stock (“Public Shares”) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $2.9 million (approximately $10.90 per share) will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 368,879 Public Shares outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 3.1 | Fourth Amendment to Amended and Restated Certificate of Incorporation of Marblegate Acquisition Corp. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 13, 2024
| Marblegate Acquisition Corp. | ||
| By: | /s/ Jeffrey Kravetz | |
| Name: Jeffrey Kravetz | ||
| Title: Chief Financial Officer | ||
Exhibit 3.1
FOURTH AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MARBLEGATE ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
MARBLEGATE ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1) | The name of the Corporation is Marblegate Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 10, 2020 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 30, 2021 (the “Amended and Restated Certificate of Incorporation”), an Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 7, 2022 (the “First Amendment”), a Second Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on June 27, 2023 (the “Second Amendment”), and a Third Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 19, 2023 (the “Third Amendment”). |
| 2) | This Fourth Amendment to the Amended and Restated Certificate of Incorporation (this “Fourth Amendment”) amends the Third Amendment. |
| 3) | This Fourth Amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware, as amended from time to time, and shall become effective on the date of filing with the Secretary of State of the State of Delaware. |
| 4) | Certain capitalized terms used in this Fourth Amendment are defined where appropriate herein. |
| 5) | The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows: |
Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 9, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 42 months from the closing of the Offering (or, if the Office of the Delaware Division of Corporations shall not be open for a full business day (including filing of corporate documents) on such date, the next full business day on which the Office of the Delaware Division of Corporations shall be open (the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
IN WITNESS WHEREOF, Marblegate Acquisition Corp. has caused this Fourth Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 10th day of September, 2024.
| MARBLEGATE ACQUISITION CORP. | ||
| By: | /s/ Andrew Milgram | |
| Name: | Andrew Milgram | |
| Title: | Chief Executive Officer | |