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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Marlin Technology Corporation | NASDAQ:FINM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.14 | 10.13 | 10.16 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
98-1555920
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading
Symbol(s)
|
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
|
FINM
|
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
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page
|
||||
1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
18 | ||||
20 | ||||
21 | ||||
22 | ||||
22 | ||||
22 | ||||
22 | ||||
22 | ||||
22 | ||||
23 | ||||
24 |
June 30,
2021 |
December 31,
2020 |
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$ | 425,128 | $ | — | ||||
Prepaid expenses
|
594,001 | — | ||||||
|
|
|
|
|||||
Total Current Assets
|
1,019,129 | — | ||||||
Deferred offering costs
|
— | 464,908 | ||||||
Investments held in Trust Account
|
414,086,925 | — | ||||||
|
|
|
|
|||||
TOTAL ASSETS
|
$
|
415,106,054
|
|
$
|
464,908
|
|
||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 316,320 | $ | — | ||||
Accrued offering costs
|
— | 298,420 | ||||||
Promissory note – related party
|
— | 146,488 | ||||||
|
|
|
|
|||||
Total Current Liabilities
|
316,320 | 444,908 | ||||||
Warrant liabilities
|
24,370,933 | — | ||||||
Deferred underwriting fee payable
|
14,490,000 | — | ||||||
|
|
|
|
|||||
Total Liabilities
|
|
39,177,253
|
|
|
444,908
|
|
||
|
|
|
|
|||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares subject to possible redemption 37,092,880 and no shares at $10.00 per share redemption value as of June 30, 2021 and December 31, 2020, respectively
|
370,928,800 | — | ||||||
Shareholders’ Equity
|
||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,307,120 and no shares issued and outstanding (excluding 37,092,880 and no shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively
|
431 | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020
(1)
|
1,035 | 1,035 | ||||||
Additional
paid-in
capital
|
425,584 | 23,965 | ||||||
Retained earnings/(Accumulated deficit)
|
4,572,951 | (5,000 | ) | |||||
|
|
|
|
|||||
Total Shareholders’ Equity
|
|
5,000,001
|
|
|
20,000
|
|
||
|
|
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
415,106,054
|
|
$
|
464,908
|
|
||
|
|
|
|
(1) |
As of December 31, 2020, included an aggregate of up to
1,350,000
Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On November 20, 2020, the Sponsor forfeited
2,875,000
Class B ordinary shares, which the Company canceled, resulting in
8,625,000
Class B ordinary shares issued and outstanding (see Note 5). On January 12, 2021, the Company effected a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from
8,625,000
to
10,350,000
shares (see Note 5). All share and
per-share
amounts have been retroactively restated for the share cancellation and capitalization.
|
Three Months
Ended June 30, |
Six Months
Ended
June 30,
|
|||||||
2021
|
2021
|
|||||||
Operating and formation costs
|
$ | 44,527 | $ | 1,911,507 | ||||
|
|
|
|
|||||
Loss from operations
|
(44,527 | ) | (1,911,507 | ) | ||||
Other income (expense):
|
||||||||
Change in fair value of warrant liabilities
|
(9,294,000 | ) | 6,402,533 | |||||
Interest earned on investments held in Trust Account
|
70,027 | 86,925 | ||||||
|
|
|
|
|||||
Other income (expense), net
|
(9,223,973 | ) | 6,489,458 | |||||
Net (loss) income
|
$ | (9,268,500 | ) | $ | 4,577,951 | |||
|
|
|
|
|||||
Weighted average shares outstanding of Class A redeemable ordinary shares
|
41,400,000 | 41,400,000 | ||||||
|
|
|
|
|||||
Basic and diluted income per share, Class A redeemable ordinary shares
|
$ | 0.00 | $ | 0.00 | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B
non-redeemable
ordinary shares
|
10,350,000 | 10,238,122 | ||||||
|
|
|
|
|||||
Basic and diluted net (loss) income per share, Class B
non-redeemable
ordinary shares
|
$ | (0.90 | ) | $ | 0.44 | |||
|
|
|
|
Class A
Ordinary Shares |
Class B
Ordinary Shares |
Additional
Paid-in
Capital
|
(Accumulated
Deficit) Retained
Earnings
|
Total
Shareholders’
Equity
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance – January 1, 2021
|
|
—
|
|
$
|
—
|
|
|
10,350,000
|
|
$
|
1,035
|
|
$
|
23,965
|
|
$
|
(5,000
|
)
|
$
|
20,000
|
|
|||||||
Sale of 41,400,000 Units, net of warrant liabilities related to public warrants, underwriting discounts and offering expenses
|
41,400,000 | 4,140 | — | — | 371,258,176 | — | 371,262,316 | |||||||||||||||||||||
Cash paid in excess of fair value of Private Placement Warrants
|
— | — | — | — | 68,534 | — | 68,534 | |||||||||||||||||||||
Class A ordinary shares subject to possible redemption
|
(38,019,730 | ) | (3,802 | ) | — | — | (371,350,675 | ) |
(8,842,823
|
)
|
(380,197,300 | ) | ||||||||||||||||
Net income
|
— | — | — | — | — | 13,846,451 | 13,846,451 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021 (unaudited)
|
|
3,380,270
|
|
|
338
|
|
|
10,350,000
|
|
|
1,035
|
|
|
—
|
|
|
4,998,628
|
|
|
5,000,001
|
|
|||||||
Change in value of Class A ordinary shares subject to possible redemption
|
926,850 | 93 | — | — | 425,584 |
8,842,823
|
9,268,500 | |||||||||||||||||||||
Net loss
|
— | — | — | — | — | (9,268,500 | ) | (9,268,500 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – June 30, 2021 (unaudited)
|
|
4,307,120
|
|
$
|
431
|
|
|
10,350,000
|
|
$
|
1,035
|
|
$
|
425,584
|
|
$
|
4,572,951
|
|
$
|
5,000,001
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$ | 4,577,951 | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on investments held in Trust Account
|
(86,925 | ) | ||
Change in fair value of warrants
|
(6,402,533 | ) | ||
Transaction costs associated with the Initial Public Offering
|
1,172,873 | |||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(594,001 | ) | ||
Accounts payable and accrued expenses
|
316,320 | |||
|
|
|||
Net cash used in operating activities
|
|
(1,016,315
|
)
|
|
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash into Trust Account
|
(414,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
|
(414,000,000
|
)
|
|
|
|
|||
Cash Flows from Financing Activities
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
405,720,000 | |||
Proceeds from sale of Private Placement Warrants
|
10,280,000 | |||
Repayment of promissory note – related party
|
(146,488 | ) | ||
Payment of offering costs
|
(412,069 | ) | ||
|
|
|||
Net cash provided by financing activities
|
|
415,441,443
|
|
|
|
|
|||
Net Change in Cash
|
|
425,128
|
|
|
Cash – Beginning of period
|
— | |||
|
|
|||
Cash – End of period
|
$
|
425,128
|
|
|
|
|
|||
Non-Cash
investing and financing activities:
|
||||
Initial classification of Class A ordinary shares subject to possible redemption
|
$ | 365,177,970 | ||
|
|
|||
Change in value of Class A ordinary shares subject to possible redemption
|
$ | 5,750,824 | ||
|
|
|||
Deferred underwriting fee payable
|
$ | 14,490,000 | ||
|
|
Three Months
Ended
June 30,
|
Six Months
Ended
June 30,
|
|||||||||||
2021
|
2021
|
|||||||||||
Redeemable Class A Ordinary Shares
|
||||||||||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
|
||||||||||||
Interest Income
|
$ | 70,027 | $ | 86,925 | ||||||||
|
|
|
|
|||||||||
Redeemable Net Income
|
$ | 70,027 | $ | 86,925 | ||||||||
|
|
|
|
|||||||||
Denominator: Weighted Average Redeemable Class A Ordinary Shares
|
||||||||||||
Redeemable Class A Ordinary Shares, Basic and Diluted
|
41,400,000 | 41,400,000 | ||||||||||
|
|
|
|
|||||||||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares
|
$ | 0.00 | $ | 0.00 | ||||||||
|
|
|
|
|||||||||
Non-Redeemable
B Ordinary Shares
|
||||||||||||
Numerator: Net Income (Loss) minus Redeemable Net Earnings
|
||||||||||||
Net Income (Loss)
|
$ | (9,268,500 | ) | $ | 4,577,951 | |||||||
Redeemable Net Income
|
(70,027 | ) | (86,925 | ) | ||||||||
|
|
|
|
|||||||||
Non-Redeemable
Net Income (Loss)
|
$ | (9,338,527 | ) | $ | 4,491,026 | |||||||
|
|
|
|
|||||||||
Denominator: Weighted Average
Non-Redeemable
Class B Ordinary Shares
|
||||||||||||
Non-Redeemable
Class B Ordinary Shares, Basic and Diluted
|
10,350,000 | 10,238,122 | ||||||||||
|
|
|
|
|||||||||
Income (Loss)/Basic and Diluted
Non-Redeemable
Class B Ordinary Shares
|
$ | (0.90 | ) | $ | 0.44 | |||||||
|
|
|
|
• |
in whole and not in part;
|
• |
at a price of $
0.01
per warrant;
|
• |
upon a minimum of
30
days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $
18.00
per share (as adjusted) for any
20
trading days within a
30
-trading
|
• |
in whole and not in part;
|
• |
at $
0.10
per warrant upon a minimum of
30
days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;
|
• |
if, and only if, the closing price of the Class A ordinary shares equal or exceeds $
10.00
per public share (as adjusted) for any
20
trading days within the
30
-trading
|
• |
if the closing price of the Class A ordinary shares for any
20
trading days within a
30
-trading
18.00
per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Held-To-Maturity
|
Level
|
Amortized
Cost |
Gross
Holding Loss |
Fair Value
|
||||||||||||||
June 30, 2021
|
U.S. Treasury Securities
(Mature on 7/15/2021) |
1 | $ | 414,073,508 | $ | (5,790 | ) | $ | 414,067,718 | |||||||||
|
|
|
|
|
|
|
|
Description
|
Level
|
June 30,
2021 |
||||||
Liabilities:
|
||||||||
Warrant Liabilities – Public Warrants
|
1 | $ | 16,284,000 | |||||
Warrant Liabilities – Private Placement Warrants
|
2 | $ | 8,086,933 |
June 30, 2021
|
||||
Stock Price
|
$ | 9.68 | ||
Exercise Price
|
$ | 11.50 | ||
Volatility
|
18.40 | % | ||
Term (years)
|
0.54 | |||
Dividend Yield
|
0.00 | % | ||
Risk Free Rate
|
0.96 | % |
Private Placement
|
Public
|
Warrant Liabilities
|
||||||||||
Fair value as of January 1, 2021
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Initial measurement on January 15, 2021
|
10,211,466 | 20,562,000 | 30,773,466 | |||||||||
Change in fair value
|
(5,808,533 | ) | (10,488,000 | ) | (15,696,533 | ) | ||||||
Transfer to Level 1
|
— | (10,074,000 | ) | (10,074,000 | ) | |||||||
Transfer to Level 2
|
(5,002,933 | ) | — | (5,002,933 | ) | |||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
|
|
|
|
|
|
No.
|
Description of Exhibit
|
|
31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* |
Inline XBRL Instance Document
|
|
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* |
Filed herewith.
|
MARLIN TECHNOLOGY CORPORATION | ||||||
Date: August 13, 2021 | By: |
/s/ Nick Kaiser
|
||||
Name: | Nick Kaiser | |||||
Title: | Chief Executive Officer and Director | |||||
(Principal Executive Officer) | ||||||
Date: August 13, 2021 | By: |
/s/ Michael Nutting
|
||||
Name: | Michael Nutting | |||||
Title: | Chief Financial Officer and Director | |||||
(Principal Financial and Accounting Officer) |
1 Year Marlin Technology Chart |
1 Month Marlin Technology Chart |
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