References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Marlin Technology Corporation References to our "management"
or our "management team" refer to our officers and directors, and references to
the "Sponsor" refer to Marlin Technology Holdings, LLC. The following discussion
and analysis of the Company's financial condition and results of operations
should be read in conjunction with the financial statements and the notes
thereto contained elsewhere in this Quarterly Report. Certain information
contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act
that are not historical facts and involve risks and uncertainties that could
cause actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this
Form10-Qincluding, without limitation, statements in this "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
regarding the completion of the Proposed Business Combination (as defined
below), the Company's financial position, business strategy and the plans and
objectives of management for future operations, are forward-looking statements.
Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek"
and variations and similar words and expressions are intended to identify such
forward-looking statements. Such forward-looking statements relate to future
events or future performance, but reflect management's current beliefs, based on
information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and
results discussed in the forward-looking statements, including that the
conditions of the Proposed Business Combination are not satisfied. For
information identifying important factors that could cause actual results to
differ materially from those anticipated in the forward-looking statements,
please refer to the Risk Factors section of the Company's final prospectus for
its Initial Public Offering filed with the U.S. Securities and Exchange
Commission (the "SEC"). The Company's securities filings can be accessed on the
EDGAR section of the SEC's website at www.sec.gov. Except as expressly required
by applicable securities law, the Company disclaims any intention or obligation
to update or revise any forward-looking statements whether as a result of new
information, future events or otherwise.
This Management's Discussion and Analysis of Financial Condition has been
amended and restated to give effect to the restatement of our financial
statements as of March 31, 2021 and June 30, 2021. Management concluded it
should restate its financial statements to classify all Public Shares in
temporary equity. In accordance with ASC 480, paragraph
10-S99,
redemption provisions not solely within the control of the Company require
ordinary shares subject to redemption to be classified outside of permanent
equity. The Company previously determined the Class A ordinary shares subject to
possible redemption to be equal to the redemption value of $10.00 per Class A
ordinary shares 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 shares classified as temporary equity as part of net
tangible assets. Effective with these financial statements, the Company revised
this interpretation to include temporary equity in net tangible assets.
Accordingly, effective with this filing, the Company presents all redeemable
Class A ordinary shares as temporary equity and recognizes accretion from the
initial book value to redemption value at the time of its Initial Public
Offering and in accordance with ASC 480. As a result, management has noted a
reclassification adjustment related to temporary equity and permanent equity.
This resulted in an adjustment to the initial carrying value of the Class A
ordinary shares subject to possible redemption with the offset recorded to
additional
paid-in
capital (to the extent available), accumulated deficit and Class A ordinary
shares.
Overview
We are a blank check company incorporated in the Cayman Islands on September 2,
2020, formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with
one or more businesses or entities (a "Business Combination"). We intend to
effectuate our Business Combination using cash derived from the proceeds of the
Initial Public Offering and the sale of the Private Placement Warrants, our
shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a Business
Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from September 2, 2020 (inception) through September 30,
2021, were organizational activities, those necessary to prepare for the Initial
Public Offering, described below, and identifying a target company for a
Business Combination. We do not expect to generate any operating revenues until
after the completion of our Business Combination. We generate
non-operating
income in the form of interest income on investments held in the Trust Account.
We incur expenses as a result of being a public company (for legal, financial
reporting, accounting and auditing compliance), as well as for due diligence
expenses.
For the three months ended September 30, 2021, we had a net income of
$6,529,522, which consists of change in fair value of warrant liabilities of
$7,848,267 and interest earned on investments held in Trust Account of $43,936,
offset by formation and operational costs of $1,362,681.
For the nine months ended September 30, 2021, we had a net income of
$11,107,473, which consists of change in fair value of warrant liabilities of
$14,250,800 and interest earned on investments held in Trust Account of
$130,861, offset by formation and operational costs of $3,274,188.
For the period from September 2, 2020 (inception) through September 30, 2020, we
had a net loss of $5,000, which consisted of formation and operating costs.
Liquidity and Capital Resources
On January 15, 2021, we consummated the Initial Public Offering of 41,400,000
Units at $10.00 per Unit, generating gross proceeds of $414,000,000.
Simultaneously with the closing of the Initial Public Offering, we consummated
the sale of 6,853,333 Private Placement Warrants at a price of $1.50 per Private
Placement Warrant in a private placement to the Sponsor, generating gross
proceeds of $10,280,000.

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Following the Initial Public Offering, the full exercise of the over-allotment
option, and the sale of the Private Units, a total of $414,000,000 was placed in
the Trust Account. We incurred $23,348,557 in Initial Public Offering related
costs, including $8,280,000 of underwriting fees, $14,490,000 of deferred
underwriting fees and $578,557 of other offering costs.
For the nine months ended September 30, 2021, cash used in operating activities
was $1,635,370. Net income of $11,107,473 was affected by interest earned on
investments held in Trust Account of $130,861, change in fair value of warrants
of $14,250,800 and transaction costs incurred in connection with the Initial
Public Offering of $1,172,873. Changes in operating assets and liabilities
provided $465,945 of cash for operating activities.
As of September 30, 2021, we had cash and investments held in the Trust Account
of $414,130,861 (including $130,861 of interest income) consisting of U.S.
Treasury Bills with a maturity of 185 days or less. We may withdraw interest
from the Trust Account to pay taxes, if any. We intend to use substantially all
of the funds held in the Trust Account, including any amounts representing
interest earned on the Trust Account (less income taxes payable), to complete
our Business Combination. To the extent that our share capital or debt is used,
in whole or in part, as consideration to complete our Business Combination, the
remaining proceeds held in the Trust Account will be used as working capital to
finance the operations of the target business or businesses, make other
acquisitions and pursue our growth strategies.
As of September 30, 2021, we had cash of $108,676. We intend to use the funds
held outside the Trust Account primarily to identify and evaluate target
businesses, perform business due diligence on prospective target businesses,
travel to and from the offices, plants or similar locations of prospective
target businesses or their representatives or owners, review corporate documents
and material agreements of prospective target businesses, and structure,
negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, the Sponsor, or certain of our officers
and directors or their affiliates may, but are not obligated to, loan us funds
as may be required. If we complete a Business Combination, we would repay such
loaned amounts. In the event that a Business Combination does not close, we may
use a portion of the working capital held outside the Trust Account to repay
such loaned amounts but no proceeds from our Trust Account would be used for
such repayment. Up to $1,500,000 of such Working Capital Loans may be
convertible into warrants of the post-Business Combination entity at a price of
$1.50 per warrant. The warrants would be identical to the Private Placement
Warrants. As of September 30, 2021 and December 31, 2020, there were no amounts
outstanding on the working capital loans.
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. However, if our estimate of
the costs of identifying a target business, undertaking
in-depth
due diligence and negotiating a Business Combination are less than the actual
amount necessary to do so, we may have insufficient funds available to operate
our business prior to our Business Combination. Moreover, we may need to obtain
additional financing either to complete our Business Combination or because we
become obligated to redeem a significant number of our Public Shares upon
consummation of our Business Combination, in which case we may issue additional
securities or incur debt in connection with such Business Combination.
Off-Balance
Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance
sheet arrangements as of September 30, 2021. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating
off-balance
sheet arrangements. We have not entered into any
off-balance
sheet financing arrangements, established any special purpose entities,
guaranteed any debt or commitments of other entities, or purchased any
non-financial
assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay an
affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial
and administrative services. We began incurring these fees on January 15, 2021,
and will continue to incur these fees monthly until the earlier of the
completion of the Business Combination and our liquidation. For the three and
nine months ended September 30, 2021, the Company incurred $30,000 and $60,000
in fees for these services of which $60,000 is included in accounts payable and
accrued expenses in the accompanying condensed balance sheet.
The underwriters are entitled to a deferred fee of $0.35 per Unit, or
$14,490,000 in the aggregate. The deferred fee will become payable to the
underwriters from the amounts held in the Trust Account solely in the event that
we complete a Business Combination, subject to the terms of the underwriting
agreement.

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Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:
Warrant Liabilities
We account for the Warrants in accordance with the guidance contained
inASC815-40under which the Warrants do not meet the criteria for equity
treatment and must be recorded as liabilities. Accordingly, we classify the
Warrants as liabilities at their fair value and adjust the Warrants to fair
value at each reporting period. This liability is subject tore-measurement at
each balance sheet date until exercised, and any change in fair value is
recognized in our statements of operations. The Private Warrants and the Public
Warrants for periods where no observable traded price was available are valued
using a lattice model, specifically a binomial lattice model. For periods
subsequent to the detachment of the Public Warrants from the Units, the Public
Warrant quoted market price was used as the fair value as of each relevant date.
Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible conversion in accordance
with the guidance in Accounting Standards Codification ("ASC") Topic 480
"Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory
redemption are classified as a liability instrument and measured at fair value.
Conditionally redeemable ordinary shares (including ordinary shares that feature
redemption rights that are either within the control of the holder or subject to
redemption upon the occurrence of uncertain events not solely within our
control) are classified as temporary equity. At all other times, ordinary shares
are classified as shareholders' equity. Our ordinary shares feature certain
redemption rights that are considered to be outside of our control and subject
to occurrence of uncertain future events. Accordingly, ordinary shares subject
to possible redemption are presented at redemption value as temporary equity,
outside of the shareholders' equity section of our condensed balance sheets.
Net Income (Loss) Per Ordinary Share
We apply the
two-class
method in calculating earnings per share. Net income per ordinary share, basic
and diluted for Class A redeemable ordinary shares is calculated by dividing the
interest income earned on the Trust Account by the weighted average number of
Class A redeemable ordinary shares outstanding since original issuance. Net
income (loss) per ordinary share, basic and diluted for Class B
non-redeemable
ordinary shares is calculated by dividing the net income (loss), less income
attributable to Class A redeemable ordinary shares, by the weighted average
number of Class B
non-redeemable
ordinary shares outstanding for the periods presented.
Recent Accounting Standards
In August 2020, the Financial Accounting Standard Board issued ASU
No. 2020-06,
"Debt-Debt with Conversion and Other Options
(Subtopic470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity
(Subtopic815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity"
("ASU2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. ASU2020-06removes certain
settlement conditions that are required for equity contracts to qualify for the
derivative scope exception, and it also simplifies the diluted earnings per
share calculation in certain areas. ASU
2020-06
is effective for fiscal years beginning after December 15, 2023, including
interim periods within those fiscal years, with early adoption permitted. We
adopted ASU
2020-06
effective as of January 1, 2021. The adoption of ASU
2020-06
did not have an impact on our condensed financial statements.
The Company's management does not believe that any other recently issued, but
not yet effective, accounting standards if currently adopted would have a
material effect on the accompanying condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.


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