Merlin, Inc. (BACQ) sponsor converts SPAC Class B and rights into 8.8M common shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Merlin, Inc. reported that Bleichroeder Sponsor 1 LLC, the SPAC sponsor, converted its derivatives into common equity in connection with the closing of the business combination with Merlin Labs, Inc. Each Class B ordinary share converted into one Class A ordinary share and then into one share of common stock.
The sponsor converted 8,333,333 Class B ordinary shares into 8,333,333 Class A ordinary shares and then common stock, and 425,000 rights into 42,500 shares of common stock, all at an exercise price of $0. Following these transactions, the sponsor holds 8,800,833 shares of common stock directly.
MC Advisory L.L.C-FZ, managed by co-founder Michel Combes, and former executive chairman Andrew Gundlach are managing members of the sponsor and have voting and investment discretion over these shares, while each disclaims beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
8,758,333 shares exercised/converted
Mixed
4 txns
Insider
Bleichroeder Sponsor 1 LLC, Gundlach Andrew, Combes Michel
Role
10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Rights | 425,000 | $0.00 | -- |
| Exercise | Class A ordinary shares | 42,500 | $0.00 | -- |
| Exercise | Class B ordinary shares | 8,333,333 | $0.00 | -- |
| Exercise | Class A ordinary shares | 8,333,333 | $0.00 | -- |
Holdings After Transaction:
Rights — 0 shares (Direct);
Class A ordinary shares — 8,800,833 shares (Direct);
Class B ordinary shares — 0 shares (Direct)
Footnotes (1)
- In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. IV or "Inflection Point") and Merlin Labs, Inc., immediately prior to the domestication of the Issuer as Delaware corporation, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No. 333-280777). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's common stock (the "Common Stock") on a one-for-one basis. Bleichroeder Sponsor 1 LLC (the "Sponsor") is the record holder of such securities. MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Michel Combes, one of the Issuer's Co-Founders, is the manager), as well as Andrew Gundlach, the former Executive Chairman of the Issuer, are the managing members of the Sponsor and hold voting and investment discretion with respect to the shares held of record by the Sponsor. As such, each of Mr. Combes and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly. In connection with the Closing of the Business Combination, the 425,000 rights held by the Sponsor, each entitling the holder to receive one-tenth (1/10) of one share upon the closing of the Issuer's initial business combination, converted into 42,500 shares of Common Stock as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No. 333-280777).
FAQ
What insider transactions did Bleichroeder Sponsor 1 LLC report for Merlin, Inc. (BACQ)?
Bleichroeder Sponsor 1 LLC reported exercising derivative securities to acquire common stock. It converted 8,333,333 Class B ordinary shares into Class A and then common stock, and 425,000 rights into 42,500 common shares, all at an exercise price of $0.
How were the rights held by the sponsor of Merlin, Inc. (BACQ) treated at closing?
In connection with closing the business combination, the 425,000 rights held by the sponsor, each entitling the holder to one-tenth of a share at closing, converted into 42,500 shares of Merlin common stock as described in the SPAC’s registration statement.
What roles do Michel Combes and Andrew Gundlach play in the Merlin, Inc. sponsor?
MC Advisory L.L.C-FZ, managed by co-founder Michel Combes, and former executive chairman Andrew Gundlach are managing members of Bleichroeder Sponsor 1 LLC, holding voting and investment discretion, while each disclaims beneficial ownership beyond any pecuniary interest.