0000908834-22-000139.txt : 20221216
0000908834-22-000139.hdr.sgml : 20221216
20221216171626
ACCESSION NUMBER: 0000908834-22-000139
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221207
FILED AS OF DATE: 20221216
DATE AS OF CHANGE: 20221216
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC
CENTRAL INDEX KEY: 0000909661
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40862
FILM NUMBER: 221468876
BUSINESS ADDRESS:
STREET 1: ONE MARITIME PLAZA
STREET 2: SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415)421-2132
MAIL ADDRESS:
STREET 1: ONE MARITIME PLAZA
STREET 2: SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
FORMER NAME:
FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT INC ET AL
DATE OF NAME CHANGE: 19970210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FRIED RICHARD B
CENTRAL INDEX KEY: 0001245637
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40862
FILM NUMBER: 221468874
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PATEL RAJIV A
CENTRAL INDEX KEY: 0001275110
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40862
FILM NUMBER: 221468869
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Giauque Nicolas
CENTRAL INDEX KEY: 0001372970
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40862
FILM NUMBER: 221468872
MAIL ADDRESS:
STREET 1: C/O NOONDAY ASSET MANAGEMENT, LLP
STREET 2: BURDETT HOUSE, 15-16, BUCKINGHAM STREET
CITY: LONDON
STATE: X0
ZIP: WC2N 6DU
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Linn Michael G
CENTRAL INDEX KEY: 0001495856
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40862
FILM NUMBER: 221468870
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gehani Varun N
CENTRAL INDEX KEY: 0001904298
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40862
FILM NUMBER: 221468873
MAIL ADDRESS:
STREET 1: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fisch Michael B.
CENTRAL INDEX KEY: 0001611816
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40862
FILM NUMBER: 221468875
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dreyfuss Philip D
CENTRAL INDEX KEY: 0001693981
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40862
FILM NUMBER: 221468877
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kim David T
CENTRAL INDEX KEY: 0001595643
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40862
FILM NUMBER: 221468871
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Grassland Investors, LLC
CENTRAL INDEX KEY: 0001881151
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40862
FILM NUMBER: 221468878
BUSINESS ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: 415-421-2132
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Marblegate Acquisition Corp.
CENTRAL INDEX KEY: 0001838513
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 854249135
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 411 THEODORE FREMD AVENUE
STREET 2: SUITE 206S
CITY: RYE
STATE: NY
ZIP: 10580
BUSINESS PHONE: (914) 415-4081
MAIL ADDRESS:
STREET 1: 411 THEODORE FREMD AVENUE
STREET 2: SUITE 206S
CITY: RYE
STATE: NY
ZIP: 10580
3
1
form3.xml
X0206
3
2022-12-07
0
0001838513
Marblegate Acquisition Corp.
GATE
0001881151
Grassland Investors, LLC
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
true
true
Member of a Group Owning 10%
0001693981
Dreyfuss Philip D
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
true
Member of a Group Owning 10%
0000909661
FARALLON CAPITAL MANAGEMENT LLC
ONE MARITIME PLAZA
SUITE 2100
SAN FRANCISCO
CA
94111
true
Member of a Group Owning 10%
0001611816
Fisch Michael B.
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
true
Member of a Group Owning 10%
0001245637
FRIED RICHARD B
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
true
Member of a Group Owning 10%
0001904298
Gehani Varun N
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
true
Member of a Group Owning 10%
0001372970
Giauque Nicolas
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
true
Member of a Group Owning 10%
0001595643
Kim David T
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
true
Member of a Group Owning 10%
0001495856
Linn Michael G
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
true
Member of a Group Owning 10%
0001275110
PATEL RAJIV A
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO
CA
94111
true
Member of a Group Owning 10%
Class A common stock
150000
D
Class A common stock
150000
I
See Footnotes
Warrants
11.5
Class A common stock
1485000
D
Warrants
11.5
Class A common stock
1485000
I
See Footnotes
Class B common stock
Class A common stock
225000
D
Class B common stock
Class A common stock
225000
I
See Footnotes
The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of Marblegate Acquisition Corp. (the "Issuer"). The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group.
Since the number of reporting persons that may be listed on a Form 3 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 3 are filing one or more additional Forms 3 on the date hereof as reporting persons with respect to the securities described herein (each, a "Parallel Form 3"). Information regarding these entities and individuals is included in this Form 3 for purposes of clarification and convenience only, and is duplicative of the information reported in any Parallel Form 3.
The amount of securities shown in this row is owned directly by Grassland Investors, LLC ("Grassland").
The amount of securities shown in this row is owned directly by Wingback Investors LLC ("Wingback").
Farallon Capital Management, L.L.C. (the "Management Company"), as the manager of Grassland and Wingback, may be deemed to be a beneficial owner of the Issuer's securities held by each of Grassland and Wingback. The Management Company disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of its pecuniary interest, if any.
Each of 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., William Seybold, Andrew J. M. Spokes, John R. Warren, and Mark C. Wehrly (collectively, the "Managing Members"), 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 the Issuer's securities held by Grassland and Wingback. Each of the Managing Members disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any.
Each whole warrant of the Issuer is exercisable, pursuant to the terms thereof, for one share of Class A common stock of the Issuer on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering (the "IPO"). The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption by or liquidation of the Issuer, as described in the prospectus for the IPO.
As described in and pursuant to the terms and conditions of the Issuer's certificate of incorporation, the shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at the time of the Issuer's initial business combination.
On a Form 8-K filed by the Issuer on December 7, 2022 (the "Form 8-K"), the Issuer disclosed that, in connection with the Issuer's proposal to amend its certificate of incorporation, stockholders holding 28,989,609 shares of the Issuer's Class A common stock exercised their right to redeem such shares, and that following such redemptions the Issuer will have 1,010,391 shares of Class A common stock outstanding. The reporting persons are filing this Form 3 to reflect the fact that, due solely to the redemptions reported in the Form 8-K, Grassland holds greater than 10.0% of the Class A common stock outstanding. This Form 3 does not reflect any acquisition of Class A common stock by any reporting person.
/s/ Michael B. Fisch, as authorized signatory for Grassland Investors, LLC
2022-12-16
/s/ Michael B. Fisch, as attorney-in-fact for Philip D. Dreyfuss
2022-12-16
/s/ Michael B. Fisch, as managing member of Farallon Capital Management, L.L.C.
2022-12-16
/s/ Michael B. Fisch
2022-12-16
/s/ Michael B. Fisch, as attorney-in-fact for Richard B. Fried
2022-12-16
/s/ Michael B. Fisch, as attorney-in-fact for Varun N. Gehani
2022-12-16
/s/ Michael B. Fisch, as attorney-in-fact for Nicolas Giauque
2022-12-16
/s/ Michael B. Fisch, as attorney-in-fact for David T. Kim
2022-12-16
/s/ Michael B. Fisch, as attorney-in-fact for Michael G. Linn
2022-12-16
/s/ Michael B. Fisch, as attorney-in-fact for Rajiv A. Patel
2022-12-16