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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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 | ||