Marblegate Acquisition issues $255K promissory note to sponsor

Marblegate Acquisition Corp. has entered into a financial agreement with its sponsor, Marblegate Special Opportunities Master Fund, L.P., issuing a promissory note for up to $255,000, the company disclosed in a recent SEC filing. This promissory note is aimed at covering the company's working capital expenses and carries no interest.

The note, dated Thursday, is payable upon the earlier of two events: the completion of the company's initial business combination or the effective date of the company's winding up. Notably, the sponsor has the option to convert any unpaid principal into Class A common stock of the company at a conversion price of $10.00 per share. These shares would be on par with those included in the units offered to the sponsor and underwriters' representative during the company's IPO.

This financial maneuver is a strategic step for Marblegate Acquisition Corp., a Delaware-incorporated firm operating under the blank checks industry classification. The conversion feature attached to the promissory note aligns the interests of the sponsor with those of the company and its shareholders, as the sponsor's potential equity stake would be directly tied to the company's performance.

The issuance of the note falls under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The details of the agreement are fully outlined in the attached Exhibit 10.1 of the SEC filing, which serves as the primary source for this information.

Marblegate Acquisition Corp., headquartered in Rye, New York, is traded on The Nasdaq Stock Market LLC under the symbols GATEU, GATE, and GATEW for its units, Class A common stock, and warrants, respectively. The company is classified as an emerging growth company and is in the phase of seeking a business combination to provide a return on investment for its shareholders.

This financial arrangement is a significant step for Marblegate as it seeks to secure the necessary working capital to support its ongoing operations and future growth strategies. The terms of the note provide flexibility and potential future capital through the conversion option, which could be beneficial for the sponsor and the company as it moves forward with its business objectives.

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