Item 4.02 Non-Reliance on 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-Q for 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-Q for 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-Q for 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-K pursuant to this Item 4.02 with the
Company's independent registered public accounting firm, Withum, Smith + Brown,
PC.
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