Marblegate Acquisition Corp. announced a private placement to issue a convertible promissory note in the principal amount of up to $240,000 at a price of $240,000 for gross proceeds of $240,000 on April 11, 2024. The transaction included participation from returning investor Marblegate Special Opportunities Master Fund, L.P managed by Marblegate Asset Management, LLC.

The note bears no interest and is due and payable upon the earlier to occur of the date on which the company consummates its initial business combination and the date that the winding up of the company is effective. At the election of the payee, all or a portion of the unpaid principal amount of the note may be converted into shares of Class A common stock of the company equal to the portion of the principal amount of the note being converted, divided by $10.00, rounded up to the nearest whole number of shares. The Conversion Shares will be identical to the shares of Class A common stock included in the units issued by the company to its sponsor.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.