---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-191482"
form_type: "8-K"
ticker: null
cik: "0001838513"
company_name: "Marblegate Acquisition Corp."
filed_at: "2023-07-21T23:59:59+00:00"
generated_at: "2026-06-13T05:05:50.838421+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Marblegate Acquisition Corp. receives Nasdaq deficiency notice for low MVPHS; issues $500K promissory note

## Summary
- Nasdaq notice on July 19, 2023: Market Value of Publicly Held Shares below $15M for 30 consecutive days; compliance period until Jan 16, 2024.
- If MVPHS closes at $15M+ for 10 consecutive business days, Nasdaq will confirm compliance.
- Issued up to $500K promissory note to Marblegate Special Opportunities Master Fund for working capital; no interest, convertible at $10/share.
- Note due upon earliest of business combination or winding up; conversion shares identical to IPO private placement shares.

## SEC filing metadata
- accession: 0001193125-23-191482
- form_type: 8-K
- cik: 0001838513
- company_name: Marblegate Acquisition Corp.
- filed_at: 2023-07-21T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1838513/000119312523191482/0001193125-23-191482-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1838513/000119312523191482/d509059d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-191482
- JSON: https://secwatch.observer/filing/0001193125-23-191482.json
- Plain text: https://secwatch.observer/filing/0001193125-23-191482.txt

## Key facts
- Debt Financings
  Marblegate Acquisition Corp. incurred loan of up to $500,000 with Marblegate Special Opportunities Master Fund, L.P. at 0% maturing 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 u.
  - Instrument: loan
  - Principal: up to $500,000
  - Counterparty: Marblegate Special Opportunities Master Fund, L.P.
  - Rate: 0%
  - Maturity: 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 u
  - Event: incurrence
  source text: On July 20, 2023, Marblegate Acquisition Corp. (the “ Company ”) issued a promissory note (the “ Note ”) in the principal amount of up to $500,000 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838513/000119312523191482/0001193125-23-191482-index.htm
- Listing & Compliance Notices
  Marblegate Acquisition Corp. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(C)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: market value
  - Rules: 5450(b)(2)(C)
  source text: July 19, 2023, the Company received a written notice (the “ Notice ”) from the Listing Qualifications Department (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) 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 Notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market and the
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838513/000119312523191482/0001193125-23-191482-index.htm
- Material Agreements
  Marblegate Acquisition Corp. entered into Promissory Note dated July 20, 2023 with Marblegate Special Opportunities Master Fund, L.P. valued at up to $500,000 (effective 2023-07-20).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Marblegate Special Opportunities Master Fund, L.P.
  - Value: up to $500,000
  - Effective: 2023-07-20
  source text: On July 20, 2023, Marblegate Acquisition Corp. (the “ Company ”) issued a promissory note (the “ Note ”) in the principal amount of up to $500,000 to Marblegate Special Opportunities Master Fund, L.P., a member of the Company’s sponsor (the “ Payee ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838513/000119312523191482/0001193125-23-191482-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.