[Form 3] INFLECTION POINT ACQUISITION CORP. IV Initial Statement of Beneficial Ownership
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
FR Capital Holdings, L.P., a 10% owner of Merlin, Inc., has filed an initial insider ownership report. The filing shows indirect holdings of common stock, plus positions in 12.0% Series A Cumulative Convertible Preferred Stock and common stock purchase warrants. The preferred stock is convertible at any time into common shares at a price of $12.00 per share, and the warrants are exercisable at $12.00 per share with expirations in 2031. The securities are directly held by affiliated investment funds, and FR Capital may be deemed to beneficially own them through its investment management role while disclaiming beneficial ownership beyond its economic interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
FR Capital Holdings, L.P.
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | 12.0% Series A Cumulative Convertible Preferred Stock | -- | -- | -- |
| holding | 12.0% Series A Cumulative Convertible Preferred Stock | -- | -- | -- |
| holding | Common Stock Purchase Warrants | -- | -- | -- |
| holding | Common Stock Purchase Warrants | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
Holdings After Transaction:
12.0% Series A Cumulative Convertible Preferred Stock — 105,344 shares (Indirect, See Footnote);
Common Stock Purchase Warrants — 108,702 shares (Indirect, See Footnote);
Common Stock, par value $0.0001 per share — 6,651,292 shares (Indirect, See Footnote)
Footnotes (1)
- FR Capital Holdings, L.P., a Delaware limited partnership (the "Reporting Person"), is the investment manager of First Round Capital VI, L.P. ("FRCVI"), First Round Capital VI Partners Fund, L.P. ("FRCVI Partners"), First Round Capital VIII-F, L.P. ("FRCVIII-F"), and First Round Capital VIII-F Partners Fund, L.P. ("FRCVIII-F Partners"). The Reporting Person is, with respect to these holdings, managed by an investment committee comprised of three individuals. As a result, the Reporting Person may be deemed to have beneficial ownership of the securities reported herein. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. The securities are directly held by FRCVI, as nominee for itself and FRCVI Partners. The securities are directly held by FRCVIII-F, as nominee for itself and FRCVIII-F Partners. The 12.0% Series A Cumulative Convertible Preferred Stock is convertible at any time, at the holder's election, into shares of common stock, par value $0.0001 of the Issuer, at a conversion price of $12.00 per share, subject to adjustment, and has no expiration date.
FAQ
Who is the reporting owner in Merlin, Inc. (MRLN)'s Form 3 filing?
FR Capital Holdings, L.P. is the reporting owner, identified as a 10% owner of Merlin, Inc. It acts as investment manager for several First Round Capital funds that directly hold the reported securities, giving it potential beneficial ownership through its economic interest.
What types of securities does FR Capital report holding in Merlin (MRLN)?
The filing reports indirect holdings of common stock, 12.0% Series A Cumulative Convertible Preferred Stock, and common stock purchase warrants. Each preferred and warrant position is tied to Merlin common stock, providing both current equity exposure and potential future conversion or exercise rights.
At what price is Merlin’s 12.0% Series A Convertible Preferred Stock convertible?
The 12.0% Series A Cumulative Convertible Preferred Stock is convertible into Merlin common stock at $12.00 per share. Conversion can occur at any time at the holder’s election, and the preferred stock has no expiration date, offering long-term optionality.
What are the key terms of the Merlin (MRLN) warrants held by FR Capital funds?
The reported common stock purchase warrants on Merlin shares are exercisable at $12.00 per share and expire in 2031. These warrants give the holding funds the right, but not the obligation, to purchase additional common shares at that fixed exercise price.
How does FR Capital describe its beneficial ownership of Merlin securities?
FR Capital may be deemed to have beneficial ownership because it manages the investment funds that directly hold the securities. However, it disclaims beneficial ownership except to the extent of its pecuniary interest, which is a standard legal position in such filings.