MAQ Marathon Acquisition Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : June 2, 2008

MARATHON ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

(212) 993-1670

(Registrant’s telephone number, including area code)

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 of the registrant under any of the following provisions ( see General Instruction A.2. below):

In connection with the proposed transaction and required stockholder approval and warrantholder consent, Marathon Acquisition Corp. (“ Marathon ”) has filed with the U.S. Securities and Exchange Commission (i) a Registration Statement on Form F-4 containing a preliminary proxy statement/prospectus and (ii) other documents regarding the proposed transaction. Marathon’s stockholders and warrantholders are urged to read the preliminary proxy statement/prospectus and the definitive proxy statement/prospectus when it becomes available, as well as other relevant materials filed with the U.S. Securities and Exchange Commission, as they will contain important information about the transaction. Marathon’s stockholders and warrantholders will be able to obtain a free copy of such filings at the U.S. Securities and Exchange Commission’s website (http://www.sec.gov). Copies of such filings can also be obtained, without charge, by directing a request to Marathon Acquisition Corp., 500 Park Avenue, 5 ^th Floor, New York, New York 10022.

Marathon and its officers and directors may be deemed to have participated in the solicitation of proxies from Marathon’s stockholders and warrantholders in favor of the approval of the transaction. Information concerning Marathon’s directors and executive officers is set forth in the publicly filed documents of Marathon. Stockholders and warrantholders may obtain more detailed information regarding the direct and indirect interests of Marathon and its directors and executive officers in the acquisition by reading the preliminary proxy statement/prospectus.

Item 1.01 Entry into a Material Definitive Agreement.

On June 2, 2008, Marathon, GSL Holdings, Inc., CMA CGM S.A. and Global Ship Lease, Inc. entered into an Amendment (the “ Amendment ”) to the Agreement and Plan of Merger, dated as of March 21, 2008, to modify the forms of Registration Rights Agreement and Stockholders Agreement, which are exhibits to the Agreement and Plan of Merger. The Amendment is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 8.01 Other Events

On June 3, 2008, Marathon issued a press release to announce that Global Ship Lease, Inc. issued its unaudited results for the quarter ended March 31, 2008, that Marathon had filed an amendment to its registration statement on Form F-4 containing a joint proxy statement/prospectus with the Securities and Exchange Commission in connection with its proposed merger with Global Ship Lease, Inc., and that Michael Gross, Marathon’s Chairman and Chief Executive Officer, intends to enter into a purchase plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, under which he will place a limit order to purchase up to two million shares of Marathon common stock. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.

INDEX TO EXHIBITS

Marathon Acquisition Corp (AMEX:MAQ)
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Marathon Acquisition Corp (AMEX:MAQ)
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