UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
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Marblegate Acquisition Corp.
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(Name of Issuer)
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Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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56608A105
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(Cusip Number)
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December 31, 2022
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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S
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 26 Pages
Exhibit Index Found on Page 25
13G
|
CUSIP No. 56608A105
|
|
1
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NAMES OF REPORTING PERSONS
Grassland Investors, LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
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3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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||
Page 2 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Management, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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Page 3 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Joshua J. Dapice
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 4 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
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NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 5 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Hannah E. Dunn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 6 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 7 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 8 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 9 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 10 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 11 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 12 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 13 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 14 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Edric C. Saito
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 150,000 Shares (as defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 15 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 16 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Daniel S. Short
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 17 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 18 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 19 of 26 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as
defined in Item 2), which is 14.8% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
|
6
|
SHARED VOTING POWER
150,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
150,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 20 of 26 Pages
This Amendment No. 3 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on October 12,
2021 (together with all prior and current amendments thereto, this “Schedule 13G”).
Item 1. Issuer
(a) Name of Issuer:
Marblegate Acquisition Corp. (the “Company”)
(b) Address of Issuer’s Principal Executive Offices:
411 Theodore Fremd Avenue
Suite 206S
Rye, New York 10580
Item 2. Identity and Background
Title of Class of Securities and CUSIP Number (Items
2(d) and (e))
This statement relates to shares of Class A common
stock, par value $0.0001 per share (the “Shares”), of the Company. The CUSIP number for the
Shares is 56608A105.
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed by the entities and persons
listed below, all of whom together are referred to herein as the “Reporting Persons”.
Grassland Investors, LLC
|
(i)
|
Grassland Investors, LLC, a Delaware limited liability company (“Grassland Investors, LLC”), with respect to the Shares held by it.
|
The Management Company
|
(ii)
|
Farallon Capital Management, L.L.C., a
Delaware limited liability company (the “Management Company”), which is the
manager of Grassland Investors, LLC, with respect to the Shares held by Grassland
Investors, LLC.
|
The Farallon Individual Reporting Persons
|
(iii)
|
The following persons, each of whom is
a managing member or senior managing member, as the case may be, of the Management Company, with respect to the Shares held by Grassland Investors, LLC: Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Michael B. Fisch (“Fisch”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”); William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).
|
Page 21 of 26 Pages
Dapice, Dreyfuss, Dunn, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren
and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”
The citizenship of each of Grassland Investors, LLC and the Management Company is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque and Spokes, is a citizen of the
United States. Giauque is a citizen of France. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
| Item 3. |
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check
Whether the Person Filing Is an Entity Specified in (a) - (k):
|
Not applicable.
Item 4. Ownership
The information required by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting
Person is incorporated herein by reference for each such Reporting Person.
The Shares reported hereby for Grassland Investors,
LLC are held directly by Grassland Investors, LLC. The Management Company, as the manager of Grassland Investors, LLC, may be deemed to be a beneficial owner of such Shares held by Grassland Investors, LLC. Each of the Farallon Individual
Reporting Persons, as a managing member or senior managing member, as the case may be, of the Management Company, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of such Shares held by Grassland
Investors, LLC. Each of the Management Company and the
Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased
to be a beneficial owner of more than five percent of the class of securities, check the following:
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
Not applicable.
Page 22 of 26 Pages
Item 8. Identification and Classification of Members of the Group
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover
page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Page 23 of 26 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: February 6, 2023
|
/s/ John R. Warren
|
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.,
|
|
|
On its own behalf and
|
|
|
As the Manager of
|
|
|
GRASSLAND INVESTORS, LLC
|
|
|
By: John R. Warren, Managing Member
|
|
|
/s/ John R. Warren
|
|
|
John R. Warren, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Michael B.
Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes and Mark C. Wehrly
|
The Powers of Attorney executed by each of Dapice, Dreyfuss, Dunn, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts,
Saito, Seybold, Short, Spokes and Wehrly authorizing Warren to sign and file this Schedule 13G on his or her behalf, which were filed as exhibits to the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2023 by such Reporting Persons with respect to the Class A Ordinary Shares of ARYA Sciences Acquisition Corp IV, are hereby incorporated by reference.
Page 24 of 26 Pages
EXHIBIT INDEX
|
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|
Page 25 of 26 Pages
EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall
be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: February 6, 2023
|
/s/ John R. Warren
|
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.,
|
|
|
On its own behalf and
|
|
|
As the Manager of
|
|
|
GRASSLAND INVESTORS, LLC
|
|
|
By: John R. Warren, Managing Member
|
|
|
/s/ John R. Warren
|
|
|
John R. Warren, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Michael B.
Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes and Mark C. Wehrly
|
Page 26 of 26 Pages