Marblegate Acquisition extends deadline to Jan 5, 2024; shareholders approve, 244K shares redeemed

Marblegate Acquisition Corp.

Extension amendment filed to extend business combination deadline from July 5, 2023 to January 5, 2024.
Shareholders approved extension, conversion amendment, and redemption limitation amendment at special meeting on June 27, 2023.
244,327 public shares redeemed for ~$2.5M ($10.29/share), leaving 766,064 public shares outstanding.
Sponsor Marblegate Acquisition LLC converted 4,000,000 Class B shares into Class A shares, now 40% of Class A outstanding.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Marblegate Acquisition Corp.: Extended deadline to consummate business combination from July 5, 2023 to January 5, 2024 via Extension Amendment to certificate of incorporation (effective 2023-06-27).

Change: charter amendment
Effective: 2023-06-27

Exact text from the filing

On June 27, 2023, Marblegate Acquisition Corp. (the “ Company ”) filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Extension Amendment ”).

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Marblegate Acquisition Corp. shareholders approved 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 July 5, 2023 to January 5, 2024, or such earlier date as d at the 2023-06-27 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-06-27

Exact text from the filing

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 July 5, 2023 to January 5, 2024, or such earlier date as determined by the Company’s board of directors. FOR AGAINST ABSTAIN 9,498,206 15,302 1,200

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Marblegate Acquisition Corp. shareholders approved The Conversion Amendment Proposal: To amend the Company’s amended and restated certificate of incorporation to provide for the elective right of holders of shares of the Company’s Class B common stock, par value $0.0001 per share, to convert such shares into shares of the Company’s Class A common st at the 2023-06-27 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-06-27

Exact text from the filing

Proposal No. 2 The Conversion Amendment Proposal: To amend the Company’s amended and restated certificate of incorporation to provide for the elective right of holders of shares of the Company’s Class B common stock, par value $0.0001 per share, to convert such shares into shares of the Company’s Class A common stock, on a one-for-one basis at any time prior to the closing of a business combination. FOR AGAINST ABSTAIN 8,279,469 0 0

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Marblegate Acquisition Corp. shareholders approved Redemption Limitation Amendment Proposal: To amend the Company’s amended and restated certificate of incorporation to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as at the 2023-06-27 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-06-27

Exact text from the filing

Proposal 3: Redemption Limitation Amendment Proposal . To amend the Company’s amended and restated certificate of incorporation to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation. FOR AGAINST ABSTAIN 9,513,106 402 1,200

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Source: SEC EDGAR

accession 0001193125-23-181406

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