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Merlin, Inc. registers up to 66,813,783 shares of Common Stock to be issued by the company and up to 157,700,431 shares of Common Stock for resale by selling securityholders (including up to 736,744 shares of Series A Preferred Stock and 760,232 Series A Warrants).
This prospectus covers primary issuances (conversion of Series A Preferred Stock, exercise of Series A Warrants, advisor and option issuances) and resale registration rights for selling securityholders to sell their Resale Securities from time to time. The company will receive proceeds only from any cash exercise of Series A Warrants; aggregate cash proceeds if all Series A Warrants were exercised for cash were estimated at $253.9 million in the prospectus.
Merlin, Inc. is registering a primary offering of 66,813,783 shares of common stock alongside a secondary resale of 157,700,431 common shares, plus 736,744 Series A Preferred shares and 760,232 Series A Warrants. The primary shares include stock issuable from converting 21,711,872 shares of 12.0% Series A Preferred Stock, exercising Series A Warrants and options, and issuing shares to advisers. The resale shares represent about 65.1% of Merlin’s fully diluted common stock, creating substantial potential selling pressure once lock-ups expire. Merlin receives no proceeds from resales but could raise about $253.9 million if all Series A Warrants are exercised for cash at $12.00 per share; this depends on the stock trading above the exercise price. Merlin reported 2025 revenue of $7.55 million and a net loss of $74.78 million and remains an early-stage, loss-making autonomous flight technology company focused on its Merlin Pilot system.
Merlin, Inc. insider Brunner Mark Rawlins, identified as the company’s Chief Revenue Officer, filed a Form 3 regarding the company’s stock. The filing lists him as an officer but shows no reported buy, sell, or other share transactions.
Merlin, Inc. files an amendment to its Schedule 13D to update beneficial ownership disclosures for Bleichroeder Sponsor 1 LLC, Andrew Gundlach, and Michel Combes, showing 8,800,833 shares equal to 10.4% of common stock.
The amendment explains the post‑business combination share conversions: each former Class B and Class A ordinary share converted one‑for‑one into common stock, and the Sponsor's 425,000 rights converted into 42,500 shares. The filing states Mr. Gundlach resigned as Executive Chairman and the Reporting Persons no longer have board representation.
Merlin, Inc. ownership disclosure: FR Capital Holdings, L.P., as investment manager, reports beneficial ownership of 12,302,060 shares of Merlin common stock, representing approximately 14.55% of the outstanding shares as of March 16, 2026.
The total comprises holdings by First Round Capital VI, L.P. (6,865,338 shares) and First Round Capital VIII-F, L.P. (5,436,722 shares). The filing states the outstanding share base was 84,262,885 shares as of that date. The disclosure is a joint Schedule 13G reporting passive beneficial ownership by related investment vehicles.
Merlin, Inc. completed its business combination with Inflection Point Acquisition Corp. IV, transforming from a SPAC into an operating aerospace technology company focused on autonomous flight. Legacy Merlin became a wholly owned subsidiary through a reverse recapitalization, and the combined company now trades on Nasdaq under the symbol MRLN.
Legacy Merlin equity holders received an aggregate 75,764,313 shares of New Merlin common stock based on an $800,000,000 purchase price and a defined exchange ratio of 3.1015099176506644. Holders of approximately $87.3 million of pre-funded convertible notes were issued 10,244,861 shares of 12.0% Series A Cumulative Convertible Preferred Stock.
Concurrently, PIPE investors purchased 9,803,922 Series A Preferred shares and Series A warrants for $100.0 million, with an additional 1,666,668 Series A Preferred shares and upsized warrants for $20 million, totaling a $120.0 million PIPE. As of closing, 84,262,886 common shares and 21,715,451 Series A Preferred shares were outstanding, with significant ownership concentrated among early venture investors and the sponsor.
The filing also details new governance and compensation structures, including a reconstituted board led by CEO and Chairman Matt George, adoption of a 2026 Incentive Award Plan and Employee Stock Purchase Plan, executive severance and director compensation programs, and lock-up and registration rights agreements for key shareholders. Inflection Point ceased to be a shell company, and BDO was appointed as the new independent registered public accounting firm, with Legacy Merlin’s audited 2025 and 2024 financial statements and pro forma combined financials incorporated by reference.