Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On December 7, 2022, 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"). The Extension Amendment extends the date by which the Company must consummate its initial business combination from January 5, 2023 to July 5, 2023, 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 December 2, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved the Extension Amendment extending the date by which the Company must consummate its initial business combination from January 5, 2023 to July 5, 2023, or such earlier date as determined by the Board (the "Extension Amendment Proposal").

The final voting results for the Extension Amendment Proposal were as follows:



   For       Against   Abstain   Broker Non-Votes
33,690,562   330,308      0             0

The Company's stockholders also re-elected each of Richard M. Goldman and Wallace Mathai-Davis as Class I directors of the Board until the annual meeting of the Company to be held in 2025 or until their successors are appointed and qualified (the "Director Election Proposal").

The final voting results for the Director Election Proposal were as follows:



                           For           Withhold
Richard M. Goldman       31,941,928       2,078,942
Wallace Mathai-Davis     31,941,928       2,078,942

Stockholders holding 28,989,609 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 $293.5 million (approximately $10.12 per share) will be removed from the Company's trust account to pay such holders. Following redemptions, the Company will have 1,010,391 Public Shares outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:





Exhibit
  No.       Description of Exhibits

3.1           Amendment to Amended and Restated Certificate of Incorporation.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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