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EX-99.1 - EX-99.1 - MARLIN TECHNOLOGY CORP. | d140576dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2021
MARLIN TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-39886 | 98-1555920 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
338 Pier Avenue Hermosa Beach, California |
90254 | |
(Address of principal executive offices) | (Zip Code) |
(310) 364-0110
Registrants 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-commencement communications 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 |
Trading Symbol(s) |
Name of each exchange | ||
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 |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2021, the board of directors (the Board) of Marlin Technology Corporation (the Company) elected Donna Troy as as a Class I director with a term expiring at the Companys first annual meeting of shareholders. The Board appointed Ms. Troy, who was determined to be an independent director as defined in the applicable rules of the Nasdaq Stock Market (Nasdaq), to the Boards compensation and audit committees. In connection with such appointments, Mike Nutting resigned as a member of the Boards audit and compensation committees.
In connection with her appointment to the Board, Ms. Troy will enter into a letter agreement and an indemnity agreement on substantially the same terms as the forms thereof previously entered into by and between the Company and each of its other directors in connection with the Companys initial public offering, which were previously filed as Exhibits 10.8 and 10.4, respectively, to the Companys Registration Statement on Form S-1 (File No. 333-250935) and are incorporated herein by reference. There are no arrangements or understandings between Ms. Troy and any other persons pursuant to which Ms. Troy was selected as a director of the Company. There are no family relationships between Ms. Troy and any of the Companys other directors or executive officers and Ms. Troy does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On March 4, 2021, the Company announced that the holders of the Companys units (the Units) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the Class A ordinary share), and warrants included in the Units commencing on March 5, 2021. Each Unit consists of one share of Class A ordinary share and one-third of one redeemable warrant to purchase one share of Class A ordinary share. Any Units not separated will continue to trade on Nasdaq under the symbol FINMU. Any underlying shares of Class A ordinary share and warrants that are separated will trade on the Nasdaq under the symbols FINM and FINMW, respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Companys transfer agent, in order to separate the holders Units into shares of Class A ordinary share and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 | Press Release, dated March 4, 2021 |
SIGNATURE
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: March 4, 2021
MARLIN TECHNOLOGY CORPORATION |
By: | /s/ Nick Kaiser |
Name: | Nick Kaiser | |
Title: | Chief Executive Officer |