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Inflection Point Acquisition Corp. IV filed a Form S-4 to register 163,582,614 shares of New Merlin Common Stock and related preferred stock, warrants, rights and units for its proposed business combination with Merlin Labs, Inc., after domestication to Delaware as “Merlin, Inc.”
The proxy statement/prospectus also covers up to 10,288,021 shares of 12.0% Series A Cumulative Convertible Preferred Stock, New Merlin Series A Warrants initially exercisable for up to 10,103,376 shares of common stock, 25,425,000 Post-Domestication Rights and 653,821 Post-Domestication Units. The merger consideration is based on an $800,000,000 Purchase Price, delivered in New Merlin equity, with additional capital from approximately $87.3 million of pre-funded convertible notes and $120 million of Series A Preferred PIPE investments.
Inflection Point shareholders will vote at an extraordinary general meeting on the business combination, domestication, new charter and bylaws, equity plans, director elections and share issuance approvals, and Public Shareholders may elect to redeem their Public Shares for cash. The Sponsor and Inflection Point Fund, which together hold a significant stake and will receive substantial New Merlin equity and Series A Preferred Stock upon closing, have agreed to vote in favor of all proposals, creating potential conflicts of interest and dilution for non-redeeming Public Shareholders.
Inflection Point Acquisition Corp. IV plans a proposed business combination valued at about $1 billion with Merlin Labs Inc., a U.S.-based developer of takeoff-to-touchdown autonomy for aircraft. Merlin’s aircraft-agnostic, AI-powered software is used in both military and civil aviation programs and has been proven through hundreds of autonomous flights at test facilities worldwide. The company highlights more than $100M in total awarded contracts from military customers as it works to address national security needs with safe, reliable autonomy.
The communication stresses that many of the statements are forward-looking and subject to significant risks and uncertainties, including the possibility that the transaction may not close, shareholder redemptions, regulatory and legal outcomes, and execution challenges for Merlin’s growth plans. Inflection Point expects to file a Form S-4 registration statement containing a proxy statement/prospectus, and shareholders are advised that this will include important information before they vote on the business combination.
Inflection Point Acquisition Corp. IV (BACQ) filed a communication featuring a Merlin Labs press release announcing several senior hires as the company prepares to go public through a business combination with BACQ. Merlin named Leslie Ravestein as Chief Legal Officer, David Lasater as Chief People Officer, and Pablo Gonzalez as Senior Vice President of Engineering. The new leaders are tasked with strengthening legal and compliance functions, talent strategy, and engineering execution ahead of Merlin’s planned public listing next year.
Merlin develops assured, autonomous flight technology for defense and civil aviation and reports having $100M+ in total awarded contracts from military customers. The communication also includes standard forward-looking statement disclosures and explains that a Form S-4 registration statement and proxy statement/prospectus will be filed for shareholder approval of the proposed business combination.
Inflection Point Acquisition Corp. IV highlighted that aviation autonomy company Merlin has upsized its private investment in public equity (PIPE) financing to more than $200 million ahead of their planned business combination and public listing. Merlin initially secured $125 million in committed PIPE capital at an $800 million pre-money valuation, led by Inflection Point Asset Management, and has now added over $75 million, including $100 million from Inflection Point. Merlin plans to use the added capital to strengthen its balance sheet at closing, expand U.S. defense programs and aircraft integrations, pursue acquisitions, and increase hiring. The company develops AI-powered flight autonomy software and reports an estimated $3 billion identified revenue pipeline, citing awarded military contracts and ambitions to scale across transport, tanker, turboprop, and future uncrewed and collaborative combat aircraft.
Inflection Point Acquisition Corp. IV announced a significant expansion of its private investment in public equity for the proposed business combination with Merlin Labs. The lead investor increased its commitment from $50,000,000 to $100,000,000, for 9,803,922 shares of 12.0% Series A Cumulative Convertible Preferred Stock and a matching warrant package at Closing. Additional accredited investors agreed to buy 1,666,668 more preferred shares with related warrants in a separate private placement on substantially the same terms. Merlin Labs also sold an additional Pre-Funded Convertible Note with approximately $10,900,000 principal for about $9,300,000, adding to roughly $55,000,000 of similar notes previously issued. These securities are being sold in unregistered offerings relying on Section 4(a)(2), and the overall deal remains subject to shareholder approval and completion of the business combination.
Inflection Point Acquisition Corp. IV amended its financing agreements tied to its planned business combination with Merlin Labs, significantly expanding committed capital. The primary PIPE investor increased its commitment from $50,000,000 to $100,000,000 in New Merlin Labs 12.0% Series A Cumulative Convertible Preferred Stock, together with related warrants. Additional accredited investors agreed to purchase an aggregate 1,666,668 shares of the same preferred stock plus warrants in a separate private placement on similar terms. Merlin Labs also issued an additional Pre-Funded Convertible Note for approximately $10,900,000 in principal, purchased for approximately $9,300,000, along with a Pre-Funded Warrant. All of these securities are being sold in unregistered private offerings relying on Section 4(a)(2) of the Securities Act.
Inflection Point Acquisition Corp. IV (BACQ) filed its Q3 2025 report, highlighting progress toward a merger with Merlin Labs and routine SPAC financial activity. The company entered a Business Combination Agreement with Merlin Labs on August 13, 2025, with aggregate consideration based on a $800,000,000 purchase price divided by the per‑share redemption price.
For Q3, net income was $83,694, as interest on the trust offset operating costs. General and administrative expenses were $2,615,816, while interest on the Trust Account contributed $2,685,470. Year‑to‑date net income reached $4,809,256, supported by $7,973,982 of trust interest.
Assets in the Trust Account were $259,730,180 as of September 30, 2025, and Class A shares subject to redemption were carried at approximately $10.39 per share. Cash was $1,049,403 with a working capital deficit of $1,794,983. The filing notes substantial doubt about the company’s ability to continue as a going concern absent a completed business combination before the current deadline of November 6, 2026. The agreement includes a planned domestication to Delaware and financing arrangements such as approximately $78 million in pre‑funded convertible notes and a $50,000,000 Series A Preferred Stock investment at closing.
Inflection Point Acquisition Corp. IV (NASDAQ: BACQ) filed a Rule 425 communication featuring Merlin Labs’ announcement that it appointed Ryan Carrithers as Chief Financial Officer as the company prepares to go public via a business combination with BACQ.
Merlin cited a $800 million pre-money valuation and over $125 million of PIPE capital committed as it advances toward its public company transition. The company highlighted more than $100 million in contracted programs, partnerships with the U.S. Department of Defense on KC-135 and C-130J integrations, and collaborations with Northrop Grumman and GE Aerospace. Carrithers brings experience from Astra, KUKA, and most recently Ginkgo Bioworks, and will lead finance, investor relations, and capital markets engagement.
Merlin Labs announced it has achieved Stage of Involvement 2 (SOI 2) with the Civil Aviation Authority of New Zealand, a key checkpoint in the DO-178 software certification cycle for its Merlin Pilot autonomy system. This update was shared in a Rule 425 communication by Inflection Point Acquisition Corp. IV (BACQ) related to their proposed business combination.
SOI 2 indicates that approximately 50 percent of the Flight Control Computer software data has been formally reviewed, giving regulators deeper visibility into execution against plans accepted at SOI 1. The certification effort supports Merlin’s Supplemental Type Certificate program for the Cessna Grand Caravan 208B, on a concurrent validation pathway with the FAA under the Bilateral Aviation Safety Agreement.
Merlin highlights $100M+ in awarded military contracts and partnerships with industry leaders as it advances toward certification and potential real-world operations.
Inflection Point Acquisition Corp. IV (BACQ) filed a Rule 425 communication featuring Merlin’s new Cooperative Research and Development Agreement with the U.S. Air Force. The CRADA focuses on enhancing the Autonomy-Government Reference Architecture (A-GRA) to strengthen autonomous contingency management for next‑generation uncrewed and collaborative air systems.
Merlin and the USAF plan to advance autonomous fault detection, recovery, and dynamic mission adaptation using open, modular solutions applicable across future platforms. The announcement also references Merlin’s path to go public via a business combination with BACQ. Merlin notes $100M+ in total awarded military contracts as it develops assured, autonomous flight technology aimed at improving mission assurance and reducing operator workload in contested and degraded environments.