Ayrton Capital and Alto (BACQ) report 7.39% stake in Merlin

Rhea-AI Filing Summary

Merlin, Inc. ownership filings show Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri each report beneficial ownership of 2,029,440 shares of Common Stock issuable upon exercise of warrants and conversion of convertible preferred equity. These holdings represent 7.39% of the Issuer's Class A common stock based on 25,425,000 shares outstanding as of March 11, 2026. The issuable shares are subject to a 9.99% beneficial ownership blocker. The reporting persons state that Ayrton Capital serves as investment manager to the Fund and that Waqas Khatri is the managing member of the Investment Manager; holdings are reported as of March 31, 2026.

Key Figures

Reported issuable shares: 2,029,440 shares Percent of class: 7.39% Beneficial ownership blocker: 9.99% +1 more

4 metrics

Reported issuable shares 2,029,440 shares issuable on exercise of Warrants and conversion of convertible preferred equity; holdings reported as of March 31, 2026

Percent of class 7.39% based on 25,425,000 Class A shares outstanding as of March 11, 2026

Beneficial ownership blocker 9.99% applies to shares issuable on the Warrants and conversion of preferred equity shares

Shares outstanding (context) 25,425,000 shares Class A common stock outstanding as of March 11, 2026 (source: Issuer's 10-K)

Key Terms

Warrants, convertible preferred equity, beneficial ownership blocker

3 terms

Warrants financial

"issuable on the exercise of certain warrants (the "Warrants")"

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.

convertible preferred equity financial

"conversion of certain convertible preferred equity shares (the "Notes")"

A class of company ownership that gives holders priority for dividends and claims on assets but can be exchanged later for ordinary shares, like a special ticket that can be turned into regular stock. It matters to investors because it blends steady income and downside protection with the potential for stock-market upside, affecting expected returns, future share dilution, and control over the company depending on when and how conversion happens.

beneficial ownership blocker regulatory

"subject to a 9.99% beneficial ownership blocker"

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

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

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Accepted by SEC EDGAR 05/11/2026 - 05:47 PM Learn about SEC filing dates

FAQ

What stake does Ayrton Capital report in MERLIN, Inc. (BACQ)?

Ayrton Capital reports beneficial ownership of 2,029,440 shares, equal to 7.39% of Class A common stock. This figure is based on 25,425,000 shares outstanding as of March 11, 2026 and holdings are reported as of March 31, 2026.

Are the reported MERLIN shares immediately exercisable or subject to limits?

The reported 2,029,440 shares are issuable upon exercise or conversion and are subject to a 9.99% beneficial ownership blocker. The filing states the blocker applies to shares issuable on the Warrants and convertible preferred equity.

Who controls the shares reported for MERLIN in this filing?

The filing identifies Ayrton Capital LLC as the investment manager for the Fund and Waqas Khatri as its managing member. Each reporting person lists sole voting and dispositive power over the 2,029,440 shares reported.

What dates anchor the ownership percentages in the MERLIN filing?

Shares outstanding used to calculate percentages are 25,425,000 as of March 11, 2026. The reporting persons state their holdings and percentages are calculated and reported as of March 31, 2026.

Does the filing state how the Fund is organized or where it is domiciled?

Yes. The filing states the Fund is Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, a Cayman Islands exempted company, with its investment manager being Ayrton Capital LLC (Delaware).

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

MERLIN, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

590106100

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 590106100

1

Names of Reporting Persons

Ayrton Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,029,440.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,029,440.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,029,440.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.39 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 590106100

1

Names of Reporting Persons

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,029,440.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,029,440.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,029,440.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.39 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 590106100

1

Names of Reporting Persons

Waqas Khatri

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,029,440.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,029,440.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,029,440.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.39 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MERLIN, INC.
(b)	Address of issuer's principal executive offices: 129 South Street Boston MA 02111
Item 2.
(a)	Name of person filing: (i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)	Address or principal business office or, if none, residence: (i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)	Citizenship: (i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP Number(s): 590106100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Ayrton Capital LLC: 2,029,440; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2,029,440; and (iii) Waqas Khatri: 2,029,440. Represents (i) 2,029,440 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") and conversion of certain convertible preferred equity shares (the "Notes") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants and conversion of the preferred equity shares are both subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of MERLIN, INC. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)	Percent of class: The percentages below are based on (i) 25,425,000 shares of Class A Common Stock of the Issuer that were outstanding as of March 11, 2026; and (ii) 2,029,440 shares of Common Stock issuable on the exercise of the Warrants and conversion of preferred equity shares held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's 10-K filed on March 12, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of March 31, 2026. (i) Ayrton Capital LLC: 7.39%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 7.39%; and (iii) Waqas Khatri: 7.39%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Ayrton Capital LLC: 2,029,440; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2,029,440; and (iii) Waqas Khatri: 2,029,440
	(ii) Shared power to vote or to direct the vote: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 2,029,440; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2,029,440; Waqas Khatri: 2,029,440
	(iv) Shared power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; (iii) Waqas Khatri: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ayrton Capital LLC

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Managing Member
Date:	05/11/2026

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	05/11/2026

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	05/11/2026