Marlin Technology Corp.

12/02/2021 | Press release | Distributed by Public on 12/02/2021 15:31

Current Report (Form 8-K)




Washington, D.C. 20549



Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2021


(Exact name of registrant as specified in its charter)

Cayman Islands 001-39886 98-1555920
(State or other jurisdiction of
incorporation or organization)
File Number)
(I.R.S. Employer
Identification Number)

338 Pier Avenue

Hermosa Beach, California

(Address of principal executive offices) (Zip Code)

(310) 364-0110

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class



Name of each exchange on
which registered

Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant FINMU The Nasdaq Capital Markets
Class A Ordinary Shares included as part of the units FIM The Nasdaq Capital Markets
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 FINMW The Nasdaq Capital Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.02 Non-Relianceon Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On November 30, 2021, Marlin Technology Corporation's (the "Company") management (the "Management") and the audit committee of the Company's board of directors (the "Audit Committee") concluded that the Company's (i) audited balance sheet as of January 15, 2021, as filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed January 22, 2021, (ii) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Qfor the quarterly period ended March 31, 2021, filed with the SEC on June 22, 2021 and (iii) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Qfor the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (collectively, the "Affected Periods"), should no longer be relied upon due to a reclassification of the Company's temporary and permanent equity. Since the Company's initial public offering on January 15, 2021, the Company has considered the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Upon further analysis, Management has determined that the Class A ordinary shares issued during the initial public offering and pursuant to the exercise of the underwriters' overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company's control. Therefore, Management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the initial public offering.

As such, the Company intends to restate the financial statements for the Affected Periods in an amendment to its Quarterly Report on Form 10-Qfor the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (the "Q3 Form 10-Q").

The Company's management has concluded that in light of the classification error described above, a material weakness exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures were not effective. The Company's remediation with respect to such material weakness will be described in more detail in the amendment to the Q3 Form 10-Q.

The Company's management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-Kpursuant to this Item 4.02 with the Company's independent registered public accounting firm, Withum, Smith + Brown, PC.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 2, 2021


/s/ Nick Kaiser

Name: Nick Kaiser
Title: Chief Executive Officer