SC 13G 1 d306460dsc13g.htm SC 13G SC 13G










(Amendment No.     )*



Marlin Technology Corporation

(Name of Issuer)

Class A ordinary shares, $0.0001 par value per share

(Title of Class of Securities)


(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)



Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)



The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





  Names of Reporting Persons


  Marlin Technology Holdings, LLC


  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐



  SEC Use Only



  Citizenship or Place of Organization



Number of



Owned By






  Sole Voting Power




  Shared Voting Power




  Sole Dispositive Power




  Shared Dispositive Power




  Aggregate Amount Beneficially Owned by Each Reporting Person




  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares




  Percent of Class Represented By Amount in Row (9)




  Type of Reporting Person (See Instructions)




Represents 17,133,333 Class A ordinary shares acquirable by the Reporting Person in respect of (i) 10,280,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination or earlier at the option of the holder and (ii) 6,853,333 private placement warrants to acquire Class A ordinary shares at a price of $1.50 per warrant (“Private Placement Warrants”).


Calculated based on (i) 41,400,000 Class A ordinary shares outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on December 17, 2021, and (ii) 17,133,333 Class A ordinary shares issuable in respect of the Class B ordinary shares and Private Placement Warrants.

Item 1(a).    Name of Issuer
   Marlin Technology Corporation
Item 1(b).    Address of the Issuer’s Principal Executive Offices

338 Pier Avenue

Hermosa Beach, California 90254

Item 2(a).    Names of Persons Filing
   This statement is filed by the Marlin Technology Holdings, LLC, referred to herein as the “Reporting Person.”
Item 2(b).    Address of the Principal Business Office, or if none, Residence:

C/O Marlin Technology Corporation

338 Pier Avenue

Hermosa Beach, California

Item 2(c).    Citizenship
   See response to Item 4 on the cover page.
Item 2(d).    Title of Class of Securities
   Class A ordinary shares, $0.0001 par value per share.
Item 2(e).    CUSIP Number
Item 3.    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
   Not Applicable.
Item 4.    Ownership



Amount beneficially owned:

See response to Item 9 on the cover page.



Percent of Class:

See response to Item 11 on the cover page.



Number of shares as to which the Reporting Person has:



Sole power to vote or to direct the vote:

See response to Item 5 on the cover page.



Shared power to vote or to direct the vote:

See response to Item 6 on the cover page.



Sole power to dispose or to direct the disposition of:

See response to Item 7 on the cover page.



Shared power to dispose or to direct the disposition of:

See response to Item 8 on the cover page.

   The Reporting Person is the record holder of the reported securities. There are three managers on the Reporting Person’s board of managers— David McGovern, Nick Kaiser and Peter Spasov. Each manager has one vote, and the approval of a majority is required to approve an action of the Reporting Person. As such, each manager disclaims beneficial ownership of the reported securities and the filing of this Statement shall not be construed as an admission that the Reporting Person or any of the managers is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
Item 5.    Ownership of Five Percent or Less of a Class
   Not Applicable.
Item 6.    Ownership of More than Five Percent on Behalf of Another Person
   Not Applicable.
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
   Not Applicable.
Item 8.    Identification and Classification of Members of the Group
   Not Applicable.
Item 9.    Notice of Dissolution of Group
   Not Applicable.
Item 10.    Certification
   Not Applicable.


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:    February 8, 2022


Marlin Technology Holdings, LLC

/s/ Nick Kaiser

Name:Nick Kaiser
Title:Chief Executive Officer