Merlin (Nasdaq: MRLN) secures $80M PIPE to fund autonomy growth

Q: What equity financing did Merlin (MRLN) announce in this 8-K?

Merlin announced a private placement raising approximately $80 million . The deal includes 8 million common shares at $10.00 each and warrants for 4 million shares , providing fresh capital to fund platform development and growth initiatives.

Q: How will Merlin (MRLN) use the $80 million PIPE proceeds?

Merlin plans to use the PIPE proceeds to support revenue generation and long-term value creation . Priorities include advancing its core autonomy platform, funding regulatory approval activities, scaling program capacity, and executing and expanding existing and new customer contracts.

Q: What are the key terms of Merlin’s new warrants from the PIPE?

The transaction includes warrants to purchase 4 million shares of common stock. These warrants carry a strike price of $6.67 per share and an expiry date of five years from the issue date, adding potential future equity issuance.

Q: How does the PIPE affect Merlin’s cash position and flexibility?

Merlin reports having about $107 million in cash and cash equivalents and expects total cash resources of $183 million after the financing. This larger cash balance is intended to bolster balance sheet strength and provide financial flexibility for 2026–2027 program milestones.

Q: How does the PIPE impact Merlin’s existing preferred stock and warrants?

The issuance of the new securities is expected to trigger anti-dilution adjustments to the conversion price of Merlin’s 12.0% Series A Cumulative Convertible Preferred Stock and to the exercise price of certain existing warrants, as provided in their governing terms.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Merlin, Inc. entered a securities purchase agreement for a private placement of 8 million common shares at $10.00 per share and warrants for 4 million additional shares, raising aggregate gross proceeds of approximately $80 million. Closing is expected on or about May 1, 2026, subject to customary conditions. Management plans to use the cash to advance Merlin’s autonomous flight platform, fund regulatory approval work, increase program capacity, and support existing and new customer contracts. An amended and restated registration rights agreement requires Merlin to file a resale registration statement for the new shares and warrant shares, and the issuance will trigger anti-dilution adjustments to its 12.0% Series A preferred stock and certain existing warrants.

Insights

Merlin raises $80M in a PIPE, boosting cash while adding future equity overhang.

Merlin agreed to a private investment in public equity for 8 million common shares at $10.00 and 4 million warrants at a $6.67 strike, for $80 million in gross proceeds. The investor is an existing institutional shareholder, which can signal familiarity with the business.

The company reports about $107 million in cash and cash equivalents and expects total cash resources of $183 million after closing. This strengthens liquidity to fund regulatory activities, core platform development, and program scaling, but it also increases potential dilution through the new shares, warrant coverage, and anti-dilution adjustments to its 12.0% Series A preferred stock and certain existing warrants.

The amended and restated registration rights agreement obligates Merlin to file a resale registration statement for the issued shares and warrant shares. Actual market impact will depend on the timing of closing on or about May 1, 2026 and any subsequent resale activity once the registration becomes effective.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

PIPE gross proceeds: $80 million Shares issued: 8 million shares Warrant coverage: 4 million shares +5 more

8 metrics

PIPE gross proceeds $80 million Private placement of shares and warrants

Shares issued 8 million shares Common stock at $10.00 per share

Warrant coverage 4 million shares Common stock underlying new warrants

Warrant strike price $6.67 per share Exercise price of PIPE warrants

Pre-transaction cash $107 million Cash and cash equivalents before PIPE

Expected cash post-PIPE $183 million Total cash resources after financing

Preferred dividend rate 12.0% Series A Cumulative Convertible Preferred Stock

Registration filing deadline 30 days Deadline to file resale registration statement after Second A&R Registration Rights Agreement

Key Terms

Private Placement, PIPE, anti-dilution provisions, Registration Rights Agreement, +2 more

6 terms

Private Placement financial

"for the private placement (the “Private Placement”) of 8 million shares"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

PIPE financial

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

A "pipe" is a planned series of financial transactions or projects that companies intend to carry out over time, often involving the raising of funds or development of new assets. It matters to investors because it provides a clear picture of a company's future growth plans and potential revenue, helping them assess the company's upcoming opportunities and overall stability. Think of it as a detailed roadmap guiding a company's future steps.

anti-dilution provisions financial

"pursuant to the anti-dilution provisions set forth therein"

Anti-dilution provisions are contract terms that protect an investor’s percentage ownership when a company issues new shares at a lower price than the investor originally paid. They work like an automatic recalculation of split pieces when a pie gets cut into more slices, preserving the investor’s relative stake and reducing unexpected losses of ownership and voting power, which matters because it affects potential control, future returns, and valuation of an investment.

Registration Rights Agreement regulatory

"Second A&R Registration Rights Agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Section 4(a)(2) of the Securities Act regulatory

"in reliance on Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Registrable Securities financial

"aggregate Registrable Securities (as defined therein)"

Understanding 8-K Material Events →

04/29/2026 - 09:24 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2026

MERLIN, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-42392	98-1797826
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

100 Causeway St., Floor 23

Boston, MA 02114

(Address of principal executive offices, including zip code)

(857) 201-3979

Registrant’s telephone number, including area code

129 South Street

Boston, MA 02111

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		MRLN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

Private Placement

Securities Purchase Agreement

On April 29, 2026, Merlin, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with the purchaser named therein (the “Purchaser”), for the private placement (the “Private Placement”) of 8 million shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), at a price per share of $10.00, and warrants (the “Warrants,” and together with the Shares, the “Securities”) exercisable for an aggregate of 4 million shares of Common Stock (the “Underlying Shares”), for aggregate gross proceeds of approximately $80 million. Subject to the satisfaction of customary closing conditions, the Company intends to close the Private Placement and issue the Securities on May 1, 2026. The Company intends to use the net proceeds from the Private Placement 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.

The Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Purchaser, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties. The representations, warranties, covenants and agreements contained in the Purchase Agreement reflect negotiations between the parties to the Purchase Agreement and are not intended as statements of fact to be relied upon by stockholders, or any individual or other entity other than the parties. In particular, the representations, warranties, covenants and agreements in the Purchase Agreement may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Purchase Agreement, and having been made for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors. As such, the representations and warranties in the Purchase Agreement may not describe the actual state of affairs at the date they were made, or at any other time, and you should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, and unless required by applicable law, the Company undertakes no obligation to update such information. In accordance with the terms of the Certificate of Designation of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “Preferred Stock”), the issuance of the Securities in the Private Placement is expected to result in an adjustment to the conversion price of the Preferred Stock pursuant to the anti-dilution provisions set forth therein, as well as a corresponding adjustment to the exercise price of certain existing warrants to purchase common stock pursuant to the anti-dilution provisions set forth therein.

The Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under applicable state laws. The Purchaser represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and is acquiring the Securities and Underlying Shares as principal for its own account and not with a view to or for distributing or reselling the Securities and Underlying Shares. The Securities and Underlying Shares were offered without any general solicitation by the Company or its representatives. The Securities and Underlying Shares sold and issued in the Private Placement have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from the registration requirements of the Securities Act.

Registration Rights Agreement

In addition, in connection with the Private Placement, the Amended and Restated Registration Rights Agreement, dated as of March 16, 2026, by and among the Company and the other parties thereto, was amended and restated by the Company and the Holders (as defined therein) of at least a majority in interest of the aggregate Registrable Securities (as defined therein) at the time of the amendment (the “Second A&R Registration Rights Agreement”). Pursuant to the Second A&R Registration Rights Agreement, the Company has agreed to file a registration statement with the SEC on or prior to the 30th calendar day following the execution of the Second A&R Registration Rights Agreement (subject to certain exceptions) for purposes of registering the resale of the Registrable Securities, including the Securities and Underlying Shares (the “Registration Statement”), to use commercially reasonable efforts to have such Registration Statement declared effective within the time period set forth in the Second A&R Registration Rights Agreement, and to keep the Registration Statement effective until the date that all registrable securities covered by the Registration Statement are no longer Registrable Securities.

The foregoing descriptions of the Purchase Agreement and the Second A&R Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, the Form of Second Amended and Restated Registration Rights Agreement and the Form of Common Stock Purchase Warrant filed as Exhibits 10.1, 10.2 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Such exhibits have been included to provide investors with information regarding their respective terms and are not intended to provide any factual information about the Company.

Item 3.02. Unregistered Sales of Equity Securities

The information under Item 1.01 of this Current Report on Form 8-K related to the Securities and Underlying Shares is incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 7.01. Regulation FD Disclosure

On April 29, 2026, the Company issued a press release announcing the Private Placement, which is furnished herewith as Exhibit 99.1.

The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the SEC or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act.

Cautionary Note Regarding Forward-Looking Statements

Certain matters discussed in this Current Report on Form 8-K, including Exhibit 99.1, are or contain “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. These statements, which involve risks and uncertainties include statements relating to the Private Placement and its expected benefits, including anticipated timing of closing and funding and use of proceeds. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from our expectations.

The Company believes that all forward-looking statements made in this Current Report have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements herein include, but are not limited to: (i) the failure of any one or more of the assumptions stated above to prove to be correct; (ii) the occurrence of any event, change or other circumstances that could give rise to an amendment or termination of the Purchase Agreement; (iii) litigation and any unexpected costs, charges or expenses resulting from the Purchase Agreement and the other transactions contemplated thereby; (iv) potential adverse reactions or changes to business relationships resulting from the announcement of the Purchase Agreement; and (v) the risks relating to forward-looking statements and other “Risk Factors” discussed in the Company’s 424(b)(3) Prospectus dated April 21, 2026, and additional risk factors that may be identified from time to time in future filings of the Company. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

The following exhibits are attached with this current report on Form 8-K:

Exhibit No.		Description
4.1		Form of Common Stock Purchase Warrant.
10.1†		Securities Purchase Agreement, dated as of April 29, 2026, by and between the Company and the Purchaser.
10.2		Form of Second Amended and Restated Registration Rights Agreement.
99.1		Press Release, dated April 29, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

^†	The annexes schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 29, 2026	MERLIN, INC.

	By:	/s/ Ryan Carrithers
	Name:	Ryan Carrithers
	Title:	Chief Financial Officer

Exhibit 99.1

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

BOSTON — April 29, 2026 (BUSINESS WIRE) — 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

Source: View Original Filing on SEC EDGAR

FAQ

What equity financing did Merlin (MRLN) announce in this 8-K?

Merlin announced a private placement raising approximately $80 million. The deal includes 8 million common shares at $10.00 each and warrants for 4 million shares, providing fresh capital to fund platform development and growth initiatives.

How will Merlin (MRLN) use the $80 million PIPE proceeds?

Merlin plans to use the PIPE proceeds to support revenue generation and long-term value creation. Priorities include advancing its core autonomy platform, funding regulatory approval activities, scaling program capacity, and executing and expanding existing and new customer contracts.

What are the key terms of Merlin’s new warrants from the PIPE?

The transaction includes warrants to purchase 4 million shares of common stock. These warrants carry a strike price of $6.67 per share and an expiry date of five years from the issue date, adding potential future equity issuance.

How does the PIPE affect Merlin’s cash position and flexibility?

Merlin reports having about $107 million in cash and cash equivalents and expects total cash resources of $183 million after the financing. This larger cash balance is intended to bolster balance sheet strength and provide financial flexibility for 2026–2027 program milestones.

Will Merlin (MRLN) register the new PIPE shares and warrants for resale?

Yes. Under an amended and restated registration rights agreement, Merlin agreed to file a registration statement to register the resale of the issued shares and the shares underlying the warrants, and to keep that registration effective until all such securities cease to be registrable.

How does the PIPE impact Merlin’s existing preferred stock and warrants?

The issuance of the new securities is expected to trigger anti-dilution adjustments to the conversion price of Merlin’s 12.0% Series A Cumulative Convertible Preferred Stock and to the exercise price of certain existing warrants, as provided in their governing terms.

Merlin (Nasdaq: MRLN) secures $80M PIPE to fund autonomy growth

Rhea-AI Filing Summary

Positive

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