Item 1.01 Entry into a Material Definitive Agreement
On February 13, 2023, Marblegate Acquisition Corp. (the "Company") issued a
promissory note (the "Note") in the principal amount of up to $1,100,000 to
Marblegate Special Opportunities Master Fund, L.P., a member of the Company's
sponsor (the "Payee"). The Note was issued in connection with advances the Payee
has made, and may make in the future, to the Company for working capital
expenses. The Note bears no interest and is due and payable upon the earlier to
occur of (i) the date on which the Company consummates its initial business
combination and (ii) the date that the winding up of the Company is effective.
At the election of the Payee, all or a portion of the unpaid principal amount of
the Note may be converted into shares of Class A common stock of the Company
(the "Conversion Shares"), equal to: (x) the portion of the principal amount of
the Note being converted, divided by (y) $10.00, rounded up to the nearest whole
number of shares. The Conversion Shares will be identical to the shares of
Class A common stock included in the units issued by the Company to its sponsor
and the representative of the underwriters in a private placement in connection
with the Company's initial public offering. The Conversion Shares are entitled
to the registration rights set forth in the Note.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Promissory Note, dated February 13, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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