Merlin Inc美股招股说明书(2026-04-21版)

MERLIN, INC. Primary Offering of up to66,813,783 SHARES OF COMMON STOCK Secondary Offering of up to157,700,431 SHARES OF COMMON STOCK 736,744 SHARES OF SERIES A PREFERRED STOCK 760,232 SERIES A PREFERRED INVESTOR WARRANTS This prospectus relates to the offer and sale by Merlin, Inc. (“us,” “we,” “New Merlin” or the“Company”) of (i) up to 35,112,293 shares of common stock, par value $0.0001 per share (the “CommonStock”) issuable upon conversion of 10,244,861 shares of 12.0% Series A Cumulative Convertible PreferredStock, par value $0.0001 per share, of the Company (the “Series A Preferred Stock”) (assuming, solely for thispurpose, a $5.00 conversion price and taking into account accrued interest through April 3, 2029), (ii) up to24,248,102 shares of Common Stock that are issuable by us upon the exercise of certain common stockpurchase warrants (the “Series A Warrants”) (assuming, solely for this purpose, a $5.00 exercise price), whichamount represents a good-faith estimate of the maximum amount of shares of Common Stock that may becomeissuable upon exercise of such Series A Warrants, (iii) 75,000 shares of Common Stock issuable to Cohen &Company Securities, LLC (“CCS”) pursuant to that certain engagement letter by and between Cohen &Company Capital Markets and Merlin Labs, Inc., a Delaware corporation (referred to herein prior to theBusiness Combination, as “Legacy Merlin” and subsequent to the Business Combination, as “Merlin Labs”)datedas of March 10,2026(such engagement letter and letter agreement,collectively,the“CCSArrangements”), (iv) 25,000 shares of Common Stock issuable to Outside The Box Capital Inc. (“OTB”)pursuant to Legacy Merlin’s engagement letter with OTB, dated as of March 6, 2026 (such engagement letterand letter agreement, collectively, the “OTB Arrangements”), by and between Legacy Merlin and OTB and (v)7,353,388 shares of Common Stock issuable upon the exercise of options to purchase Common Stock. This prospectus also relates to the offer and resale, from time to time, by the selling securityholders(including their transferees, donees, pledgees and other successors-in-interest) named in this prospectus (the“Selling Securityholders”) of up to: (i)157,700,431 shares of Common Stock of the Company held by or issuable to certain holders entitledto resale registration rights pursuant to the Amended and Restated Registration Rights Agreement,dated as of March16, 2026 (the “Registration Rights Agreement”) or other agreements, including: (a)8,800,833shares of Common Stock held by Bleichroeder Sponsor 1 LLC (the “Sponsor”)consisting of (i)8,333,333 shares of Common Stock received upon conversion of 8,333,333ClassB ordinary shares of Inflection Point Acquisition Corp.IV (the Cayman Islandsexempted company formerly known as Bleichroeder Acquisition Corp.I, “Inflection Point”)which were initially acquired for an aggregate of $25,000 or approximately $0.004 per share,(ii)425,000 shares of Common Stock received upon conversion of 425,000 ClassA ordinaryshares of Inflection Point and (iii)42,500 shares of Common Stock received in exchange for425,000 private placement units of Inflection Point (the “Private Placement Units”) as aresult of the Domestication (as defined below); (b)up to 35,112,293 shares of Common Stock issuable to certain Selling Securityholders uponconversion of 10,244,861 shares of SeriesA Preferred Stock issued as consideration in theMerger (as defined herein) to the holders of Pre-Funded Convertible Notes (as defined herein)(assuming, solely for this purpose, a $5.00 conversion price and taking into account accruedinterest through April 3, 2029), which amount represents a good-faith estimate of themaximum amount of shares of Common Stock that may become issuable upon conversion ofsuch shares of SeriesA Preferred Stock; Table of Contents (c)up to 24,248,102 shares of Common Stock issuable to certain Selling upon the exercise ofSeriesA Warrants issued as consideration in the Merger to the holders of Pre-Funded Warrants(as defined herein) (assuming, solely for this purpose, a $5.00 exercise price), which amountrepresents a good-faith estimate of the maximum amount of shares of Common Stock thatmay become issuable upon exercise of such SeriesA Warrants;(d)up to 39,313,276 shares of Common Stock issuable to certain Selling Securityholders uponconversion of 11,470,590 shares of SeriesA Preferred Stock purchased by the PIPE Investors(as defined below), (assuming, solely for this purpose, a $5.00 conversion price and takinginto account accrued interest through April 3, 2029), which amount represents a good-faithestimate of the maximum amount of shares of Common Stock that may become issuable uponconversion of such shares of SeriesA Preferred Stock;(e)up to 26,529,418 shares of Common Stock issuable to certain Selling Securityholders uponexercise of certain SeriesA Warrants, (assuming, solely for this purpose, a $5.00 exerciseprice), which amount represents a good-faith estimate of