Item 1.01. Entry into a Material Definitive Agreement.
On
• an Underwriting Agreement, dated January 12, 2021 , among the Company and
UBS Securities LLC and Jefferies LLC , as representatives of the
underwriters named in Schedule I therein, which contains customary
representations and warranties and indemnification of the underwriter by
the Company;
• a Private Placement Warrants Purchase Agreement, dated January 12, 2021 ,
between the Company and Marlin Technology Holdings, LLC (the "Sponsor"),
pursuant to which the Sponsor purchased 6,853,333 private placement
warrants, each exercisable to purchase one Class A Ordinary Share at
$11.50 per share, subject to adjustment, at a price of $1.50 per warrant
(the "Private Placement Warrants" and, together with the Public Warrants,
the "Warrants");
• a Warrant Agreement, dated January 12, 2021 , between the Company and
Continental Stock Transfer & Trust Company , as warrant agent (the
"Warrant Agreement"), which sets forth the expiration and exercise price
of and procedure for exercising the Warrants; certain adjustment features
of the terms of exercise; provisions relating to redemption and cashless
exercise of the Warrants; certain registration rights of the holders of
Warrants; provision for amendments to the Warrant Agreement; and
indemnification of the warrant agent by the Company under the agreement;
• an Investment Management Trust Agreement, dated January 12, 2021 , between
the Company and Continental Stock Transfer & Trust Company , as trustee,
which establishes the trust account that will hold the net proceeds of
the IPO and certain of the proceeds of the sale of the Private Placement
Warrants, and sets forth the responsibilities of the trustee; the
procedures for withdrawal and direction of funds from the trust account;
and indemnification of the trustee by the Company under the agreement;
• a Registration and Shareholder Rights Agreement, dated January 12, 2021 ,
among the Company, the Sponsor and certain equityholders of the Company,
which provides for customary demand and piggy-back registration rights
for the Sponsor, and customary piggy-back registration rights for such
other equityholders, as well as certain transfer restrictions applicable
to the Sponsor with respect to the Company's securities, and, upon and
following consummation of our initial business combination, the right of
the Sponsor to nominate three individuals for election to the Company's
board of directors;
• Letter Agreement, dated January 12, 2021 , among the Company, the Sponsor
and each executive officer and director of the Company, pursuant to which
the Sponsor and each executive officer and director of the Company has
agreed to vote any Class A Ordinary Shares held by him, her or it in
favor of the Company's initial business combination; to facilitate the
liquidation and winding up of the Company if an initial business
combination is not consummated within 24 months; to certain transfer
restrictions with respect to the Company's securities; to certain
indemnification obligations of the Sponsor; and the Company has agreed
not to enter into a definitive agreement regarding an initial business
combination without the prior consent of the Sponsor; and
• an Administrative Services Agreement, dated January 12, 2021 , between the
Company and the Sponsor, pursuant to which the Sponsor has agreed to make
available office space, secretarial and administrative services, as may
be required by the Company from time to time, for $10,000 per month until
the earlier of the Company's completion of its initial business
combination or liquidation.
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The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4 and 10.5, respectively.
Item 3.02. Unregistered Sales of
Simultaneous with the consummation of the IPO and the issuance and sale of the
Units, the Company consummated the private placement of 6,853,333 Private
Placement Warrants at a price of
Item 5.03. Amendments to Memorandum and Articles of Association.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 1.1 Underwriting Agreement among the Company andUBS Securities LLC andJefferies LLC 3.1 Amended and Restated Memorandum and Articles of Association 4.1 Warrant Agreement betweenContinental Stock Transfer & Trust Company and the Company 10.1 Private Placement Warrants Purchase Agreement between the Company and the Sponsor 10.2 Investment Management Trust Agreement between Continental StockTransfer & Trust Company and the Company 10.3 Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equity holders named therein 10.4 Letter Agreement among the Company, the Sponsor and the Company's officers and directors 10.5 Administrative Services Agreement between the Company and the Sponsor
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