Merlin, Inc. Announces $80 Million PIPE Investment to Accelerate Program Execution and Unlock New Growth Opportunities

Merlin (Nasdaq: MRLN) entered a $80 million PIPE with an existing institutional investor to accelerate program execution and commercial launch.

Rhea-AI Summary

Merlin (Nasdaq: MRLN) entered a $80 million PIPE with an existing institutional investor to accelerate program execution and commercial launch. The company had approximately $107 million cash and expects pro forma cash of $183 million after the financing. The deal issues 8.0 million common shares and warrants for 4.0 million shares at a $6.67 strike, expiring five years; closing is expected on or about May 1, 2026. Cantor Fitzgerald led placement; TD Cowen co-placed.

Positive

• Pro forma cash of $183 million to fund near-term programs
• Dedicated institutional investor demonstrates continued insider conviction
• Proceeds earmarked to advance platform development, regulatory activities, and scale program capacity
• Placement agents retained (Cantor Fitzgerald lead; TD Cowen co-placement)

Negative

• Immediate issuance of 8.0 million shares plus warrants for 4.0 million shares implies potential 12.0 million shares of dilution
• Warrants carry a $6.67 strike and five-year life, creating possible future dilution if exercised
• Securities are unregistered at issuance and carry resale restrictions until Merlin files and the registration is effective

Argus Apr 29 session

-25.43% close to close Open Argus

Details

News Market Reaction – MRLN

On Apr 29, the day this news came out, MRLN closed 25.43% below the previous close.

Data tracked by StockTitan Argus for the Apr 29 session.

Key Figures

PIPE investment: $80 million Cash balance: $107 million Pro forma cash: $183 million +5 more

PIPE investment

$80 million

Equity capital via private investment in public equity

Cash balance

$107 million

Cash and cash equivalents prior to PIPE

Pro forma cash

$183 million

Expected total cash resources after PIPE

New common shares

8 million shares

Common stock issued in PIPE

Warrant coverage

4 million warrants

Warrants to purchase common stock issued with PIPE

Warrant strike price

$6.67 per share

Exercise price of PIPE warrants, 5-year expiry

Registered primary shares

66,813,783 shares

Common Stock registered in 424B3 filing

Series A warrants proceeds

$253.9 million

Estimated cash proceeds if all Series A Warrants exercised

Historical Context

5 past events · Latest: Apr 23

5 events

1. Apr 23

   International partnership

   24h Move

   +5.0%

   Exclusive teaming agreement to pursue autonomy opportunities in the UAE.

2. Apr 16

   Board appointments

   24h Move

   +12.6%

   Seven-member board with defense, governance, and aerospace expertise after listing.

3. Apr 13

   Executive hire

   24h Move

   +7.4%

   Appointment of Chief Revenue Officer to lead global revenue strategy.

4. Mar 31

   Executive hire

   24h Move

   -8.1%

   Chief Marketing Officer appointment to lead brand and marketing initiatives.

5. Mar 24

   Recognition & contracts

   24h Move

   +26.2%

   Inclusion in Fast Company list and disclosure of major defense contracts.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private investment in public equity ("pipe"), warrants, strike price, securities purchase agreement, +2 more

6 terms

private investment in public equity ("pipe") financial

"to raise $80 million of equity capital via a private investment in public equity ("PIPE")."

A private investment in public equity (PIPE) is a deal where a public company sells new shares or similar securities directly to a small group of private investors, often at a discount, to raise cash quickly. It matters to investors because it provides an immediate funding boost but can reduce existing shareholders’ ownership percentage and may include extra rights like warrants, so it affects future share value and voting power much like taking a targeted loan paid in ownership.

warrants financial

"and warrants to purchase 4 million shares of common stock at a strike price of $6.67"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

strike price financial

"warrants to purchase 4 million shares of common stock at a strike price of $6.67 per share"

The strike price is the fixed price at which an option gives its holder the right to buy or sell an underlying stock. Think of it like a coupon that lets you transact at a pre-agreed price regardless of the market; for investors it determines whether an option will be profitable, influences potential gains or losses, and is a key factor in the option’s market value and risk profile.

View in glossary

securities purchase agreement financial

"announced that it has entered into a securities purchase agreement with an existing"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

registration statement regulatory

"Merlin has agreed to file a registration statement with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

section 4(a)(2) regulatory

"and are being issued and sold in reliance on Section 4(a)(2) of the Securities Act."

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BOSTON, April 29, 2026 (GLOBE NEWSWIRE) -- Merlin, Inc. (Nasdaq: MRLN) ("Merlin" or the "Company"), a leading developer of assured, autonomous flight technology, today announced that it has entered into a securities purchase agreement with an existing fundamental institutional shareholder to raise $80 million of equity capital via a private investment in public equity ("PIPE").

The Company currently has approximately $107 million in cash and cash equivalents and, with this financing, expects total cash resources of $183 million, reinforcing balance sheet strength and providing substantial financial flexibility to accelerate Merlin’s growth plan, 2026–2027 program milestones and commercial launch timeline.

Proceeds from the investment will be used to support revenue generation and long-term value creation, including to advance and expand Merlin's core platform development, fund regulatory approval activities, scale program capacity, and support the execution and expansion of existing and new customer contracts.

“This investment reflects the continued conviction of a long-term partner who knows our business well and has seen our progress firsthand,” said Matt George, CEO and Founder of Merlin, Inc. “We have a clear program roadmap and a defined path to revenue, and this capital provides additional flexibility to accelerate execution against both, unlocking growth opportunities that were previously out of reach.”

Cantor Fitzgerald & Co. acted as lead placement agent and TD Cowen acted as co-placement agent for the transaction.

Latham & Watkins, LLP served as legal counsel to Merlin, Inc. Jones Day served as legal counsel to the placement agents.

Under the terms of the securities purchase agreement, the Company will issue, for an aggregate purchase price of $80 million, 8 million shares of common stock (the “Issued Shares”), and warrants to purchase 4 million shares of common stock at a strike price of $6.67 per share, with an expiry date of 5 years from the issue date.

The parties expect the transaction to close on or about May 1, 2026.

The offer and sale of the foregoing securities are made in a transaction not involving a public offering, and the foregoing securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or applicable state securities laws, and are being issued and sold in reliance on Section 4(a)(2) of the Securities Act. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Merlin has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the Issued Shares and the shares of common stock issuable upon the exercise of the foregoing securities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Merlin
Merlin is the leading U.S.-based developer of cost-effective, takeoff-to-touchdown autonomy for both legacy and next-generation airborne systems. Our aircraft-agnostic, AI-powered software is purpose-built for military and civil programs, and is powering an expanding range of missions and aircraft, proven through hundreds of autonomous flights from test facilities across the globe. With $100M+ total in awarded contracts from military customers, Merlin is helping to solve national security challenges through safe, reliable autonomy. To learn more, visit www.merlinlabs.com or follow us on X @merlinaero.

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact should be considered forward-looking statements, including without limitation statements regarding the closing of the private placement and the anticipated use of proceeds therefrom. These forward-looking statements are based largely on our current expectations and projections about future events and trends. These forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied, including without limitation the risks, uncertainties, and assumptions as described in our filings with the Securities and Exchange Commission, including our 424(b)(3) Prospectus dated April 21, 2026. Except as required by applicable law, we undertake no obligation to update any of these forward-looking statements for any reason after the date of this press release.

Contact:
Media Contact Kate Gundry
617-842-6064
merlin@pluckpr.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/7513aefc-97c0-4561-9252-da2b315c9138

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Merlin (MRLN) announce on April 29, 2026 regarding financing?

Merlin announced a $80 million PIPE equity financing with an existing institutional investor. According to the company, the transaction will issue 8.0 million common shares and warrants for 4.0 million shares to support program execution and commercialization.

How much cash will Merlin (MRLN) have after the $80 million PIPE closes?

Merlin expects about $183 million in total cash resources after the financing closes. According to the company, that figure combines approximately $107 million on hand plus the $80 million PIPE proceeds.

What are the terms of the warrants in Merlin's (MRLN) PIPE deal?

The financing includes warrants to buy 4.0 million shares at a $6.67 strike price, expiring five years from issuance. According to the company, warrants become exercisable under the terms included in the securities purchase agreement.

When is the Merlin (MRLN) PIPE expected to close and who advised the deal?

The parties expect closing on or about May 1, 2026. According to the company, Cantor Fitzgerald served as lead placement agent and TD Cowen acted as co-placement agent, with legal counsel retained by both sides.

What does the $80 million PIPE mean for existing Merlin (MRLN) shareholders?

The deal provides near-term funding but creates immediate dilution from 8.0 million issued shares and potential dilution from 4.0 million warrant shares. According to the company, proceeds are intended to accelerate revenue-generating programs and regulatory progress.