Marblegate Acquisition Corp. (NASDAQ:GATE), a blank check company, has entered into a material definitive agreement by issuing a promissory note to its sponsor's member, Marblegate Special Opportunities Master Fund, L.P., as per a recent SEC filing. The note, dated October 22, 2024, has a principal amount of up to $250,000 for covering working capital expenses.
The note is non-interest bearing and becomes payable at the earlier of two events: the completion of the company's initial business combination or the effective date of the company's winding up. Additionally, the Payee has the option to convert the unpaid principal amount into Class A common stock at a conversion price of $10.00 per share.
This convertible note mechanism provides the Payee with an opportunity to participate directly in the equity of Marblegate Acquisition Corp. following its initial business combination. The Conversion Shares will have the same rights as those issued to the company's sponsor and the underwriters' representative during the initial public offering.
The transaction falls under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The details of the agreement are outlined in Exhibit 10.1 attached to the SEC filing, which serves as the basis for this report.
The issuance of this promissory note is a strategic financial move for Marblegate Acquisition Corp. as it seeks to secure the necessary working capital to support its operations and potential business combination activities. This information is based on a press release statement.
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