SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Milgram Andrew (Last) (First) (Middle) C/O MARBLEGATE CAPITAL CORPORATION 5 GREENWICH OFFICE PARK, SUITE 400 (Street) GREENWICH CT 06831 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/07/2025	3. Issuer Name and Ticker or Trading Symbol Marblegate Capital Corp [ NONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Milgram Andrew (Last) (First) (Middle) C/O MARBLEGATE CAPITAL CORPORATION 5 GREENWICH OFFICE PARK, SUITE 400 (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* Arrouet Paul (Last) (First) (Middle) C/O MARBLEGATE CAPITAL CORPORATION 5 GREENWICH OFFICE PARK, SUITE 400 (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner X Officer (give title below) Other (specify below) President

1. Name and Address of Reporting Person* MARBLEGATE SPECIAL OPPORTUNITIES MASTER FUND, L.P. (Last) (First) (Middle) 5 GREENWICH OFFICE PARK, SUITE 400 (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Marblegate Strategic Opportunities Master Fund I, L.P (Last) (First) (Middle) 5 GREENWICH OFFICE PARK, SUITE 400 (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Marblegate Tactical III Master Fund I, L.P (Last) (First) (Middle) 5 GREENWICH OFFICE PARK, SUITE 400 (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Marblegate Cobblestone Master Fund I, L.P. (Last) (First) (Middle) 5 GREENWICH OFFICE PARK, SUITE 400 (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Marblegate Tactical III Master Fund II, L.P (Last) (First) (Middle) 5 GREENWICH OFFICE PARK, SUITE 400 (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Marblegate Acquisition LLC (Last) (First) (Middle) 5 GREENWICH OFFICE PARK, SUITE 400 (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Marblegate Partners Master Fund I, L.P (Last) (First) (Middle) 5 GREENWICH OFFICE PARK, SUITE 400 (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Marblegate Partners Master Fund II, L.P (Last) (First) (Middle) 5 GREENWICH OFFICE PARK, SUITE 400 (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

Remarks:

Exhibit 24.1 - Power of Attorney. Exhibit 24.2 - Power of Attorney.

No securities are beneficially owned.

	/s/ Andrew Milgram	04/07/2025
	/s/ Paul Arrouet	04/07/2025
	MARBLEGATE SPECIAL OPPORTUNITIES MASTER FUND, L.P., By: MARBLEGATE SPECIAL OPPORTUNITIES GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner Name: Andrew Milgram	04/07/2025
	MARBLEGATE STRATEGIC OPPORTUNITIES MASTER FUND I, L.P., By: MARBLEGATE SPECIAL OPPORTUNITIES GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram	04/07/2025
	MARBLEGATE TACTICAL III MASTER FUND I, L.P., By: MARBLEGATE TACTICAL III GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram	04/07/2025
	MARBLEGATE COBBLESTONE MASTER FUND I , L.P., By: MARBLEGATE SPECIAL OPPORTUNITIES GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram	04/07/2025
	MARBLEGATE TACTICAL III MASTER FUND II , L.P., By: MARBLEGATE SPECIAL OPPORTUNITIES GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram	04/07/2025
	MARBLEGATE ACQUISITION LLC, By: Marblegate Asset Management, LLC, as its Managing Member, By: /s/ Andrew Milgram; its Authorized Signatory, Name: Andrew Milgram	04/07/2025
	MARBLEGATE PARTNERS MASTER FUND I, L.P., By: MARBLEGATE PARTNERS I GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram	04/07/2025
	MARBLEGATE PARTNERS MASTER FUND II, L.P., By: MARBLEGATE PARTNERS I GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram	04/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.