8-K
filed March 20, 2026, 7:59 PM ET
ticker MRLN
CIK 0002028707
M&A
confidence high
sentiment positive
materiality 0.85
Merlin, Inc. (MRLN): auditor change — Merlin, Inc. completes $800M SPAC merger with Inflection Point IV; begins trading under MRLN
Merlin, Inc.
- Closing on March 16, 2026; aggregate consideration of 75.8M shares of New Merlin Common Stock.
- PIPE Investment of $120M from sale of Series A Preferred Stock and warrants.
- Pre-funded note holders received 10.2M shares of 12% Series A Cumulative Convertible Preferred Stock.
- Sponsor and Merlin equity holders subject to 6-month lock-up on shares.
- Company ceased to be a shell company; new board and officers elected.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Merlin, Inc. engaged BDO USA, P.C. (f/k/a HORNE LLP) as its auditor.
- Action
- engagement
- Auditor
- BDO USA, P.C. (f/k/a HORNE LLP)
Exact text from the filing
On March 16, 2026, the Audit Committee approved the engagement of BDO as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2026.
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Merlin, Inc. dismissed WithumSmith+Brown, PC as its auditor.
- Action
- dismissal
- Auditor
- WithumSmith+Brown, PC
- Successor
- BDO USA, P.C. (f/k/a HORNE LLP)
Exact text from the filing
On March 16, 2026, the Audit Committee dismissed WithumSmith+Brown, PC (“ Withum ”), Inflection Point’s independent registered public accounting firm prior to consummation of the Transactions, as the Company’s independent registered public accounting firm effective immediately.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.85
Merlin, Inc. issued 9,803,922 shares of Series A Preferred Stock and 1,666,668 shares of Series A Preferred Stock of preferred stock to PIPE Investors for total purchase price of $100.0 million and $20 million respectively.
- Security
- preferred stock
- Shares
- 9,803,922 shares of Series A Preferred Stock and 1,666,668 shares of Series A Preferred Stock
- Purchaser
- PIPE Investors
- Consideration
- total purchase price of $100.0 million and $20 million respectively
Exact text from the filing
Inflection Point issued and sold to the PIPE Investors (substantially concurrently with the consummation of the Transactions) an aggregate of (i) 9,803,922 shares of the Series A Preferred Stock and (ii) New Merlin Series A Warrants to purchase shares of Common Stock, for a total purchase price of $100.0 million (the “ Initial PIPE Investment ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.4
Merlin, Inc.: Filed Certificate of Incorporation with the State of Delaware in connection with Domestication (effective 2026-03-13).
- Change
- charter amendment
- Effective
- 2026-03-13
Exact text from the filing
On March 13, 2026, in connection with the Domestication, the Company filed the Certificate of Incorporation with the Secretary of State of the State of Delaware.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Merlin, Inc.: Inflection Point ceased being a shell company as a result of the Transactions.
- Change
- shell status
Exact text from the filing
As a result of the Transactions, Inflection Point ceased being a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Merlin, Inc. completed an acquisition involving Merlin Labs, Inc. (Legacy Merlin) for 75,764,313 shares of New Merlin Common Stock valued at $800,000,000, plus 10,244,861 shares of Series A Preferred Stock for Pre-Funded Convertible Note holders (closed 2026-03-16).
- Action
- acquisition
- Counterparty
- Merlin Labs, Inc. (Legacy Merlin)
- Consideration
- 75,764,313 shares of New Merlin Common Stock valued at $800,000,000, plus 10,244,861 shares of Series A Preferred Stock for Pre-Funded Convertible Note holders
- Closing
- 2026-03-16
Exact text from the filing
Holders ”) (other than the holders of the Pre-Funded Convertible Notes and the Pre-Funded Warrants in respect of those securities) in, or in connection with, the Merger was 75,764,313 shares of New Merlin Common Stock. The Aggregate Consideration was calculated as the number of shares of New Merlin Common Stock equal to the quotient of: (a) $800,000,000 (the “
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Merlin, Inc. entered into Securities Purchase Agreements with Inflection Point, Legacy Merlin and certain investors (collectively, the 'PIPE Investors') valued at total purchase price of $100.0 million (effective 2025-08-13).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Inflection Point, Legacy Merlin and certain investors (collectively, the 'PIPE Investors')
- Value
- total purchase price of $100.0 million
- Effective
- 2025-08-13
Exact text from the filing
Pursuant to the securities purchase agreements (as amended and supplemented, the “ Securities Purchase Agreements ”) entered into on August 13, 2025 and as amended on November 17, 2025, by and among Inflection Point, Legacy Merlin and certain investors (collectively, the “ PIPE Investors ”), Inflection Point issued and sold to the PIPE Investors (substantially concurrently with the consummation of the Transactions) an aggregate of (i) 9,803,922 shares of the Series A Preferred Stock and (ii) New Merlin Series A Warrants to purchase shares of Common Stock, for a total purchase price of $100.0 million (the “ Initial PIPE Investment ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Merlin, Inc. entered into A&R Registration Rights Agreement with the Company, the Sponsor, certain persons and entities receiving shares of New Merlin Common Stock (the 'Merlin Stockholders'), and other parties.
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- the Company, the Sponsor, certain persons and entities receiving shares of New Merlin Common Stock (the 'Merlin Stockholders'), and other parties
Exact text from the filing
On the Closing Date, in connection with the consummation of the Transactions and as contemplated by the Business Combination Agreement, the Company, the Sponsor, certain persons and entities receiving shares of New Merlin Common Stock in connection with the Business Combination (the “ Merlin Stockholders ”), and other parties thereto entered into the Amended and Restated Registration Rights Agreement (the “ A&R Registration Rights Agreement ”), pursuant to which, among other things, the Sponsor, the Merlin Stockholders and other parties thereto will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of the Company that they hold following the Business Combination.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Merlin, Inc. entered into Merlin Lock-Up Agreement with certain equity holders of Legacy Merlin.
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- certain equity holders of Legacy Merlin
Exact text from the filing
On the Closing Date, in connection with the consummation of the Transactions and as contemplated by the Business Combination Agreement the Company and certain equity holders of Legacy Merlin entered into the Merlin Lock-Up Agreement (the “ Merlin Lock-Up Agreement ”), pursuant to which the Merlin Lock-Up Holders agreed not to, among other things, sell, pledge, grant any option to purchase or otherwise dispose of the Lock-Up Shares, prior to the date that is six months after the Closing Date.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Merlin, Inc. entered into Sponsor Lock-Up Agreement with the Sponsor.
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- the Sponsor
Exact text from the filing
On the Closing Date, in connection with the consummation of the Transactions and as contemplated by the Business Combination Agreement, the Company and the Sponsor entered into the Sponsor Lock-Up Agreement (the “ Sponsor Lock-Up Agreement ”), pursuant to which the Sponsor and its permitted assigns agreed, among other things, not to sell, pledge, grant any option to purchase or otherwise dispose of (i) the Sponsor Lock-Up Shares prior to the date that is six months after the Closing Date and (ii) the Sponsor Lock-Up Units prior to the date that is 90 days after the Closing Date.
View on SEC.gov
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