Battle takes place in New York City
It's a fight to the death.
Masterchief carries a Assault Rifle and has a Jetpack (like the one in the halo 4 trailer). He has Cortana assisting him. He doesn't have any Grenades or any other explosives. Masterchief doesn't have any knowledge about spiderman yet.
Spiderman knows who he is up against and has enough info about the chief (not about cortana).
No Prep time
(note that gameplay mechanics don't count at all and there is no reason to add them in the discussion)