Form 4: Marblegate Capital Corp: Insider Ownership Changes Following Business Combination
SEC Form 4 Filing
Andrew Milgram, along with several Marblegate entities, reports changes in beneficial ownership of Marblegate Capital Corp common stock following a business combination.
Summary
- This Form 4 filing details changes in beneficial ownership of Marblegate Capital Corp common stock by Andrew Milgram, who is a director, 10% owner, and the Chief Executive Officer, as well as several related entities.
- The transactions occurred on April 7, 2025, and involve the acquisition of common stock as a result of a business combination.
- Milgram directly acquired 450 shares of common stock.
- Indirect ownership is reported through various Marblegate funds and entities, including Marblegate Special Opportunities Master Fund, L.P., Marblegate Strategic Opportunities Master Fund I, L.P., Marblegate Tactical III Master Fund I, L.P., Marblegate Cobblestone Master Fund I, L.P., Marblegate Tactical III Master Fund II, L.P., Marblegate Partners Master Fund I, L.P., and Marblegate Partners Master Fund II, L.P.
- These funds acquired significant amounts of common stock in connection with the business combination, ranging from 1,317,244 to 17,293,702 shares each.
- Milgram and Paul Arrouet, as Managing Partners of Marblegate Holdings and Marblegate Asset Management, may be deemed to exercise voting and investment power over the securities held by these funds.
- Each entity and person disclaims beneficial ownership of the reported shares except to the extent of any pecuniary interest they may have.
- The filing also notes the conversion of Marblegate Acquisition Corp (MAC) Class A and Class B common stock into Marblegate Capital Corp common stock as part of the business combination.
Sentiment
Score: 5
Explanation: The document is a neutral regulatory filing. It doesn't convey any explicit positive or negative sentiment, but rather reports factual changes in ownership.
Industry Context
Form 4 filings are standard disclosures required by the SEC to ensure transparency in insider trading activities, allowing investors to monitor the ownership positions and transactions of company insiders.
Stakeholder Impact
- The changes in beneficial ownership may be of interest to shareholders as it provides insight into the ownership structure of the company after the business combination.
- The filing ensures transparency and compliance with SEC regulations, which is important for maintaining investor confidence.
Key Dates
| Date | Description |
|---|---|
| 02/14/2023 | Date of the Business Combination Agreement among MAC, Marblegate Asset Management, LLC, Marblegate Capital Corporation, MAC Merger Sub, Inc., DePalma Acquisition I LLC, and DePalma Acquisition II LLC |
| 04/07/2025 | Date of the earliest transaction and the business combination closing date. |
| 04/08/2025 | Date of signature for the Form 4 filing. |
Keywords
beneficial ownership, Form 4, Marblegate Capital Corp, Andrew Milgram, business combination, common stock, insider trading, Marblegate
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