Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On January 21, 2023, Marblegate Acquisition Corp. (the "Company") received a deficiency notice from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market ("Nasdaq") indicating that the Company's publicly held shares are below the 1,100,000 share minimum requirement for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(1)(B) (the "MPLS Requirement").

The notification states that the Company has 45 calendar days to submit a plan to regain compliance with the MPLS Requirement for continued listing. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the notification to evidence compliance with the MPLS Requirement. If Nasdaq does not accept the Company's plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

Also on January 21, 2023, the Company received a deficiency notice from the Staff indicating that, for the preceding 30 consecutive business days, the Company's Market Value of Publicly Held Shares ("MVPHS") was below the $15 million minimum requirement for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(C) (the "MVPHS Requirement").

This notification has no immediate effect on the listing or trading of the Company's common stock on The Nasdaq Global Market and the Company's common stock will continue to trade under the symbol "GATE". In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days, or until July 24, 2023 (the "Compliance Period"), to regain compliance with the MVPHS Requirement. If, at any time before the end of the Compliance Period, the Company's MVPHS closes at $15 million or more for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the MVPHS Requirement and this matter will be closed.

The Company intends to monitor the market value of the Company's listed securities and will consider available options to regain compliance with the MVPHS Requirement. In the event the Company does not regain compliance with the MVPHS Requirement prior to the Compliance Date, it will receive written notification that its securities are subject to delisting from The Nasdaq Global Market. At such time, the Company will have the opportunity to appeal the delisting decision in front of a Nasdaq Hearings Panel.

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