Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4) *
|
Marblegate Acquisition Corp.
|
|
(Name of Issuer)
|
|
Class A Common Stock, par value $0.0001 per share
|
|
(Title of Class of Securities)
|
|
56608A105
|
|
(Cusip Number)
|
|
December 31, 2023
|
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
|
Rule 13d-1(b)
|
| x |
Rule 13d-1(c)
|
|
☐
|
Rule 13d-1(d)
|
* 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 25 Pages
Exhibit Index Found on Page 24
13G
|
CUSIP No. 56608A105
|
|
1
|
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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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)
2.6%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
Page 2 of 25 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 3 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000 Shares into which shares of Class B Common Stock are convertible within the
next 60 days.
Page 4 of 25 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 5 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 6 of 25 Pages
13G
|
CUSIP No. 56608A105
|
|
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch [See Item 2]
|
||
|
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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
-0-
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
Page 7 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000 Shares into which shares of Class B Common Stock are convertible within the
next 60 days.
Page 8 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 9 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 10 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 11 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 12 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 13 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 14 of 25 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) [ ]
&#x
A0; (b) [ X ]**
** The reporting persons making this filing hold an aggregate of 150,000 Shares (as defined
in Item 2) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 15 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 16 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 17 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 18 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
&#
xA0; [ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 19 of 25 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) and hold Class B Common Stock (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Accordingly, as of the date
of this filing the aggregate Shares and Class B Common Stock held by the reporting persons represent beneficial ownership of 6.4% 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
375,000 1
|
||
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED DISPOSITIVE POWER
375,000 1
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 1
|
||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% 1
|
||
|
12
|
TYPE OF REPORTING PERSON (See Instru
ctions)
IN
|
||
1 Includes 225,000
Shares into which shares of Class B Common Stock are convertible within the next 60 days.
Page 20 of 25 Pages
This Amendment No. 4 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”).
Preliminary Note:
As of the date hereof, Grassland Investors, LLC holds 150,000 Shares. Also as of the date hereof, an investment vehicle (the “SPV”) that is managed by the Management Company holds 225,000 shares of Class B common stock of the Company (“Class B Common Stock”), each of which is convertible at the holder’s option into one Share. Accordingly, as of the date hereof, the Management Company may be deemed a beneficial owner of 375,000 Shares.
Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below.
| 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 each of Grassland Investors, LLC and the SPV, with respect to the Shares held by Grassland Investors, LLC and the Shares that the SPV has the right to acquire upon the conversion of shares of
Class B Common Stock.
|
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 and the Shares that the SPV has the right to acquire upon the conversion of shares of Class B Common Stock: Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); 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”).
|
Dapice, Dreyfuss, Dunn, 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.”
This Schedule 13G reports that effective June 30, 2023, Michael B. Fisch (“Fisch”) resigned as a member of the Management Company. Accordingly, as of that date, Fisch no longer may be deemed a beneficial owner of any Shares held by Grassland Investors, LLC or any shares of Class B Common
Stock held by the SPV. Unless the context otherwise requires, any reference herein to the “Farallon Individual Reporting Persons” shall not include Fisch.
The citizenship of each of Grassland Investors, LLC and the Management Company is set forth above. Each of Fisch and 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.
Page 21 of 25 Pages
| 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 each of Grassland Investors, LLC and the SPV, may be deemed to be a beneficial owner of such Shares held by Grassland Investors, LLC and the shares of Class B
Common Stock held by the SPV. 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 and such shares of Class B Common Stock held by the SPV. Each of
the Management Company and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares or shares of Class B Common Stock.
| 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.
| 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 22 of 25 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 1, 2024
|
/s/ Hannah E. Dunn
|
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.,
|
|
|
On its own behalf and
|
|
|
As the Manager of
|
|
|
GRASSLAND INVESTORS, LLC
|
|
|
By: Hannah E. Dunn, Managing Member
|
|
|
/s/ Hannah E. Dunn
|
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, 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, John R. Warren and Mark C. Wehrly
|
The Powers of Attorney executed by each of Dapice, Dreyfuss, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold,
Short, Spokes, Warren and Wehrly authorizing Dunn to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the Securities and Exchange Commission 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 23 of 25 Pages
EXHIBIT INDEX
|
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|
Page 24 of 25 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 1, 2024
|
/s/ Hannah E. Dunn
|
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.,
|
|
|
On its own behalf and
|
|
|
As the Manager of
|
|
|
GRASSLAND INVESTORS, LLC
|
|
|
By: Hannah E. Dunn, Managing Member
|
|
|
/s/ Hannah E. Dunn
|
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, 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, John R. Warren and Mark C. Wehrly
|
Page 25 of 25 Pages