~~UNITED~~United ~~STATES~~States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or ~~Section~~ 15(d)

of the Securities Exchange Act of 1934

~~Date of Report (Date of earliest event reported): November~~ December 30, ~~2021~~2022

Date of Report (Date of earliest event reported)

MARLIN TECHNOLOGY CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Cayman Islands	001-39886	98-1555920
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
338 Pier AvenueHermosa Beach, California		90254
(Address of principal executive offices)		(Zip Code)

(310) 364-0110

338 Pier Avenue

Hermosa Beach, California

90254

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (310) 364-0110

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 toof 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	~~TradingSymbol~~Trading Symbol(s)	Name of each exchange ~~onwhich~~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
Class A Ordinary Shares included as part of the units	FINM	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On ~~November~~December 30, ~~2021~~2022, Marlin Technology Corporation’s (the “Company”) ~~management~~issued ~~(the~~a ~~“Management”)~~press ~~and~~release ~~the~~announcing ~~audit~~it ~~committee~~will ofredeem ~~the~~all ~~Company’s board~~ of ~~directors~~its ~~(the~~outstanding ~~“Audit Committee”) concluded that the Company’s (i)~~Class ~~audited~~A ~~balance~~ordinary ~~sheet~~shares, aspar ofvalue ~~January 15~~$0.0001, ~~2021,~~effective as ~~filed~~of ~~as Exhibit 99.1 to~~ the ~~Company’s~~close ~~Current~~of ~~Report~~business on ~~Form 8-K filed~~ January 22 17, ~~2021~~2023, ~~(ii)~~because ~~unaudited interim financial statements included in~~ the Company’s ~~Quarterly~~will ~~Report~~not onconsummate ~~Form~~an ~~10-Q~~initial ~~for~~business ~~the~~combination ~~quarterly~~within ~~period ended March 31, 2021, filed with~~ the ~~SEC~~time ~~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~~required ~~June 30,~~by ~~2021,~~its ~~filed~~Amended ~~with~~and ~~the~~Restated ~~SEC~~Memorandum onand ~~August 13,~~Articles ~~2021 (collectively, the “Affected Periods”), should no longer be relied upon due to a reclassification~~ of ~~the Company’s temporary and permanent equity~~Association. ~~Since the Company’s initial public offering on January 15, 2021, the Company has considered the Class~~ A ~~ordinary~~copy ~~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~~press ~~did~~release ~~not~~is ~~consider~~attached ~~redeemable~~hereto ~~stock classified~~ as ~~temporary~~Exhibit ~~equity as part of net tangible assets~~99.1 ~~Upon further analysis, Management has determined that the Class A ordinary shares issued during the initial public offering~~ and ~~pursuant~~is toincorporated ~~the~~herein ~~exercise~~by ~~of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control~~reference. ~~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~~Item ~~Company~~9.01. ~~does~~Financial ~~not~~Statements ~~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~~Exhibits.

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”).


Exhibit No.		Description

99.1		Press release, dated December 30, 2022

104		Cover Page Interactive Data File (embedded with XBRL document).

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.SIGNATURES

~~The~~Pursuant ~~Company’s~~to ~~management and~~ the ~~Audit~~requirements ~~Committee~~of ~~have discussed~~ the ~~matters~~Securities ~~disclosed~~Exchange inAct ~~this~~of ~~Current~~1934, ~~Report~~the onRegistrant ~~Form~~has ~~8-K~~duly ~~pursuant~~caused to this ~~Item~~report ~~4.02~~to ~~with~~be ~~the~~signed ~~Company’s~~on ~~independent~~its ~~registered~~behalf ~~public~~by ~~accounting~~the ~~firm,~~undersigned ~~Withum,~~hereunto ~~Smith~~duly ~~+ Brown, PC~~authorized.

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: December 2, 2021

MARLIN TECHNOLOGY CORPORATION By: /s/ Nick Kaiser Name: Nick Kaiser Title: Chief Executive Officer

Dated: December 30, 2022

MARLIN TECHNOLOGY CORPORATION

/s/ Nick Kaiser

Nick Kaiser

Chief Executive Officer

Filing Compare · MARLIN TECHNOLOGY CORP.