Sec Form 4 Filing - Arrouet Paul @ Marblegate Capital Corp - 2025-04-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Arrouet Paul 2. Issuer Name and Ticker or Trading Symbol Marblegate Capital Corp [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 5 GREENWICH OFFICE PARK, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 04/17/2025 (Street) GREENWICH, CT06831 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/17/2025 D 5,289,072 ( 1 ) ( 2 ) D 0 I See footnotes ( 1 ) ( 2 ) Common Stock 04/17/2025 A 3,878,216 ( 3 ) A 13,556,794 I See footnotes ( 3 ) Common Stock 04/17/2025 A 843,947 ( 4 ) A 10,424,568 I See footnotes ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (right to buy) $ 11.5 04/17/2025 A( 3 ) 165,463 05/07/2025 04/07/2030 Common Stock 165,463 $ 0 165,463 ( 3 ) I See footnotes ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Arrouet Paul 5 GREENWICH OFFICE PARK, SUITE 400 GREENWICH, CT06831 President Signatures /s/ Paul Arrouet 04/21/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Company's common stock distributed by Marblegate Acquisition LLC (the "Sponsor") on April 17, 2024 to certain individuals and entities who were members of the Sponsor (the "Distribution."). The Sponsor was the record holder of such shares. Marblegate Asset Management, LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to beneficially own such shares. ( 2 )(Continued from footnote 2) Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate IM Holdings, LLC, the managing member of Marblegate Asset Management, LLC, may be deemed to exercise voting and investment power over the securities held by the Sponsor and therefore may be deemed to beneficially own such securities. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. ( 3 )Represents shares of the Company's common stock and warrants received in the Distribution. Marblegate Special Opportunities Master Fund, L.P ("MSOMF") is the record holder of such shares. Marblegate Special Opportunities GP, LLC ("Marblegate GP") is the General Partner of MSOMF. Marblegate Holdings, LLC ("Marblegate Holdings") is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and Marblegate Asset Management. LLC ("MAM"), the investment manager of MSOMF, may be deemed to exercise voting and investment power over the securities held by MSOMF and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly. ( 4 )Represents shares of the Company's common stock received in the Distribution. Marblegate Cobblestone Master Fund I, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Cobblestone Master Fund I, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Cobblestone Master Fund I, L.P. may be deemed to exercise voting and investment power over the securities held by Marblegate Cobblestone Master Fund I, L.P. and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

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 4(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).

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