United States securities and exchange commission logo
August 9, 2021
Andrew Milgram
Chief Executive Officer
Marblegate Acquisition Corp.
5 Greenwich Office Park, Suite 400
Greenwich, CT 06831
Re: Marblegate
Acquisition Corp.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted July 14,
2021
CIK No. 0001838513
Dear Mr. Milgram:
We have conducted a limited review of your draft registration
statement. In our
comment, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
comment and your filed
registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
July 14, 2021
Capitalization, page 79
1. We note that you are
offering 30,000,000 Class A shares as part of your initial public
offering of units, but
only show 26,158,399 Class A shares subject to possible redemption
in your Capitalization
table. Please tell us how you considered the guidance in ASC 480-
10-S99-3A, which
requires securities that are redeemable for cash or other assets to be
classified outside of
permanent equity if they are redeemable (1) at a fixed or
determinable price on a
fixed or determinable date, (2) at the option of the holder, or (3)
upon the occurrence of
an event that is not solely within the control of the issuer, in
concluding that all
30,000,000 Class A shares were not required to be presented outside of
permanent equity and
part of shares subject to possible redemption.
Andrew Milgram
Marblegate Acquisition Corp.
August 9, 2021
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
We also remind you that your registration statement must be on file no
later than 15 days
prior to the requested effective date and time. Refer to Rules 460 and 461
regarding requests for
acceleration. Please allow adequate time for us to review any amendment prior
to the requested
effective date of the registration statement.
You may contact William Demarest at 202-551-3432 or Wilson Lee at
202-551-3468 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Michael Davis at 202-551-4385 or Mary Beth Breslin at 202-551-3625 with
any other
questions.
Sincerely,
FirstName LastNameAndrew Milgram
Division of
Corporation Finance
Comapany NameMarblegate Acquisition Corp.
Office of Real
Estate & Construction
August 9, 2021 Page 2
cc: Joshua Englard
FirstName LastName