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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):
February 20, 2026
INFLECTION POINT ACQUISITION CORP. IV
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42392 |
|
98-1797826 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1345 Avenue of the Americas, Fl 47
New York, NY 10105
(Address of principal executive offices, including
zip code)
212-984-3835
(Registrant’s telephone number, including area code)
Not Applicable
(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 |
| Units, each consisting of one Class A ordinary share and one right |
|
BACQU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BACQ |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share |
|
BACQR |
|
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 7.01 Regulation FD Disclosure.
As previously disclosed, on August 13, 2025, Inflection
Point Acquisition Corp. IV (“Inflection Point”), entered into a Business Combination Agreement (the “Business Combination
Agreement”), with IPDX Merger Sub, Inc., a direct wholly-owned subsidiary of Inflection Point (“Merger Sub”), and Merlin
Labs, Inc., an aerospace and defense technology company building the operating system of record for autonomous flight (“Merlin”),
pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub will merge with and into Merlin, with
Merlin continuing as the surviving company and a wholly-owned subsidiary of Inflection Point.
On February 20, 2026, Merlin issued a press release
announcing that it will host an Investor & Analyst Webinar on March 3, 2026 at 1:00pm ET. The webinar will include a formal presentation
and Q&A session with the management team of Merlin. To register for this webinar, please use this registration link: https://merlinlabs.zoom.us/webinar/register/WN_cAv75nbYQMSJ3neru-pKxA#/registration.
A recording will be available following the live event on Merlin’s website at https://merlinlabs.com/investor-relations/.
Forward-Looking Statements
Certain statements made herein are not historical
facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,”
“seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology
or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding future events, the proposed business combination between Inflection Point
Acquisition Corp. IV (“Inflection Point”) and Merlin Labs, Inc. (“Merlin”), the estimated or anticipated future
results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to
successfully consummate the business combination, future opportunities for the combined company and other statements that are not historical
facts.
These statements are based on the current expectations
of Inflection Point and/or Merlin’s management and are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Inflection Point and Merlin.
These statements are subject to a number of risks and uncertainties regarding Merlin’s business and the business combination, and
actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business
conditions; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances
that could give rise to the termination of the business combination agreement; the number of redemption requests made by Inflection Point’s
shareholders in connection with the business combination; the outcome of any legal proceedings that may be instituted against the parties
following the announcement of the business combination; the risk that the approval of the shareholders of Merlin or Inflection Point for
the potential transaction is not obtained; failure to realize the anticipated benefits of the business combination, including as a result
of a delay in consummating the potential transaction; the risk that the business combination disrupts current plans and operations as
a result of the announcement and consummation of the business combination; the risks related to the rollout of Merlin’s business
and the timing of expected business milestones; the effects of competition on Merlin’s business; the ability of the combined company
to execute its growth strategy, manage growth profitably and retain its key employees; the ability of the combined company to obtain or
maintain the listing of its securities on a U.S. national securities exchange following the business combination; costs related to the
business combination; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission
(the “SEC”). The foregoing list of risk factors is not exhaustive. There may be additional risks that Merlin and Inflection
Point presently do not know or that Merlin and Inflection Point currently believe are immaterial that could also cause actual results
to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Merlin’s and/or Inflection
Point’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K (“Current
Report”). Merlin and Inflection Point anticipate that subsequent events and developments will cause their assessments to change.
However, while Merlin and/or Inflection Point may elect to update these forward-looking statements in the future, Merlin and Inflection
Point specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Merlin’s
or Inflection Point’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should
not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or results of such forward-looking statements will be achieved.
Additional Information and Where to Find It
The business combination will be submitted to
shareholders of Inflection Point for their consideration. In connection with the business combination, Inflection Point has filed a registration
statement on Form S-4 (the “Registration Statement”) with the SEC, which includes a proxy statement/prospectus and certain
other related documents, which serves as both the proxy statement to be distributed to its shareholders in connection with its solicitation
for proxies for the vote by its shareholders in connection with the business combination and other matters to be described in the Registration
Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to Merlin’s equityholders in
connection with the completion of the business combination. Inflection Point has mailed a definitive proxy statement and other relevant
documents to its shareholders as of the record date established for voting on the business combination. This Current Report is not a substitute
for the Registration Statement, the definitive proxy statement/prospectus or any other document that Inflection Point will send to its
shareholders in connection with the business combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors
and security holders are able to obtain copies of these documents and other documents filed with the SEC free of charge at www.sec.gov.
The definitive proxy statement/final prospectus has been mailed to shareholders of Inflection Point. Shareholders of Inflection Point
are also able to obtain copies of the proxy statement/prospectus without charge at the SEC’s website at www.sec.gov
Participants in the Solicitation
Inflection Point, Merlin, and their respective
directors, executive officers, and other members of management, and consultants, under SEC rules, may be deemed participants in the solicitation
of proxies from Inflection Point’s stockholders with respect to the business combination. A list of the names of those directors
and executive officers and a description of their interests in Inflection Point and/or Merlin is contained in the sections entitled “Beneficial
Ownership of Securities” “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business
Combination,” and “The Business Combination Proposal — Interests of Merlin’s Directors and Executive Officers”
of the definitive proxy statement/prospectus, filed with the SEC on February 12, 2026, and which is available free of charge at the SEC’s
website at www.sec.gov, and supplemented by the Current Report on Form 8-K filed with the SEC on July 11, 2025, and https://www.sec.gov/Archives/edgar/data/2028707/000121390026015629/ea0258163-09.htm.
No Offer or Solicitation
This Current Report is for informational purposes
only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation of any
vote in any jurisdiction pursuant to the business combination or otherwise. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission or securities regulatory authority in
the United States or any other jurisdiction has in any way passed upon the merits of the business combination or the accuracy or adequacy
of this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release, dated February 20, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
INFLECTION POINT ACQUISITION CORP. IV |
| |
|
|
| |
By: |
/s/ Michael Blitzer |
| |
|
Name: |
Michael Blitzer |
| |
|
Title: |
Chairman and Chief Executive Officer |
Exhibit 99.1
Merlin Labs to Host Investor & Analyst Webinar
on March 3, 2026
Boston, Mass. — February 20, 2026 —
Merlin Labs, Inc. (Merlin), an aerospace and defense technology
company building the operating system of record for autonomous flight, will host an Investor & Analyst Webinar on March 3,
2026 at 1:00pm ET. The webinar will include a formal presentation and Q&A session with the management team of Merlin.
Merlin previously announced that it had entered
into a Business Combination Agreement with Inflection Point Acquisition
Corp. IV (Nasdaq: BACQ) on August 13, 2025, pursuant to which it intends to become a publicly traded company through a business combination
(the “Transaction”).
As previously disclosed, the Transaction is expected
to accelerate the delivery of new capabilities to customers and strengthen Merlin’s strategic acquisition pipeline. It positions
the company to scale its AI-powered autonomy stack across diverse aircraft platforms, deepen engagements with government customers, and
advance civil certification efforts, reinforcing national security amid a rapidly evolving defense environment.
To register for this webinar, please use the registration
link found here. A recording will be
available following the live event on Merlin’s website at https://merlinlabs.com/investor-relations/.
About Merlin
Merlin is an aerospace and defense technology
company building the operating system of record for autonomous flight. Through a first-principles approach, the company is redefining
what’s possible across aviation, aerospace, and defense with the goal of delivering full-stack autonomy for any aircraft, military
or civilian, from takeoff to touchdown. The Merlin Pilot system powers a growing range of aircraft and mission profiles, proven through
hundreds of autonomous flights from test facilities across the globe. With $100M+ total in awarded contracts from military customers,
Merlin is advancing American leadership in autonomous aviation by helping to solve national security challenges through safe, reliable
autonomy. To learn more, visit www.merlinlabs.com or follow us on X @merlinaero.
About Inflection Point Acquisition Corp. IV
Inflection Point Acquisition Corp. IV is a blank
check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses.
Media Contacts
Kate Gundry
617-842-6064
merlin@pluckpr.com
Forward-Looking Statements
Certain statements made herein are not historical
facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,”
“seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology
or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding future events, the proposed business combination between Inflection Point
Acquisition Corp. IV (“Inflection Point”) and Merlin Labs, Inc. (“Merlin”), the estimated or anticipated future
results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to
successfully consummate the business combination, future opportunities for the combined company and other statements that are not historical
facts.
These statements are based on the current expectations
of Inflection Point and/or Merlin’s management and are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Inflection Point and Merlin.
These statements are subject to a number of risks and uncertainties regarding Merlin’s business and the business combination, and
actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business
conditions; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances
that could give rise to the termination of the business combination agreement; the number of redemption requests made by Inflection Point’s
shareholders in connection with the business combination; the outcome of any legal proceedings that may be instituted against the parties
following the announcement of the business combination; the risk that the approval of the shareholders of Merlin or Inflection Point for
the potential transaction is not obtained; failure to realize the anticipated benefits of the business combination, including as a result
of a delay in consummating the potential transaction; the risk that the business combination disrupts current plans and operations as
a result of the announcement and consummation of the business combination; the risks related to the rollout of Merlin’s business
and the timing of expected business milestones; the effects of competition on Merlin’s business; the ability of the combined company
to execute its growth strategy, manage growth profitably and retain its key employees; the ability of the combined company to obtain or
maintain the listing of its securities on a U.S. national securities exchange following the business combination; costs related to the
business combination; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission
(the “SEC”). The foregoing list of risk factors is not exhaustive. There may be additional risks that Merlin and Inflection
Point presently do not know or that Merlin and Inflection Point currently believe are immaterial that could also cause actual results
to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Merlin’s and/or Inflection
Point’s expectations, plans or forecasts of future events and views as of the date of this communication. Merlin and Inflection
Point anticipate that subsequent events and developments will cause their assessments to change. However, while Merlin and/or Inflection
Point may elect to update these forward-looking statements in the future, Merlin and Inflection Point specifically disclaim any obligation
to do so. These forward-looking statements should not be relied upon as representing Merlin’s or Inflection Point’s assessments
as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking
statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will
be achieved or results of such forward-looking statements will be achieved.
Additional Information and Where to Find It
The business combination will be submitted to
shareholders of Inflection Point for their consideration. In connection with the business combination, Inflection Point has filed a registration
statement on Form S-4 (the “Registration Statement”) with the SEC, which includes a proxy statement/prospectus and certain
other related documents, which serves as both the proxy statement to be distributed to its shareholders in connection with its solicitation
for proxies for the vote by its shareholders in connection with the business combination and other matters to be described in the Registration
Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to Merlin’s equityholders in
connection with the completion of the business combination. Inflection Point has mailed a definitive proxy statement and other relevant
documents to its shareholders as of the record date established for voting on the business combination. This communication is not a substitute
for the Registration Statement, the definitive proxy statement/prospectus or any other document that Inflection Point will send to its
shareholders in connection with the business combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors
and security holders are able to obtain copies of these documents and other documents filed with the SEC free of charge at www.sec.gov.
The definitive proxy statement/final prospectus has been mailed to shareholders of Inflection Point. Shareholders of Inflection Point
are also able to obtain copies of the proxy statement/prospectus without charge at the SEC’s website at www.sec.gov
Participants in the Solicitation
Inflection Point, Merlin, and their respective
directors, executive officers, and other members of management, and consultants, under SEC rules, may be deemed participants in the solicitation
of proxies from Inflection Point’s stockholders with respect to the business combination. A list of the names of those directors
and executive officers and a description of their interests in Inflection Point and/or Merlin is contained in the sections entitled “Beneficial
Ownership of Securities” “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business
Combination,” and “The Business Combination Proposal — Interests of Merlin’s Directors and Executive Officers”
of the definitive proxy statement/prospectus, filed with the SEC on February 12, 2026, and which is available free of charge at the SEC’s
website at www.sec.gov, and supplemented by the Current Report on Form 8-K filed with the SEC on July 11, 2025, and https://www.sec.gov/Archives/edgar/data/2028707/000121390026015629/ea0258163-09.htm.
No Offer or Solicitation
This communication is for informational purposes
only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation of any
vote in any jurisdiction pursuant to the business combination or otherwise. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission or securities regulatory authority in
the United States or any other jurisdiction has in any way passed upon the merits of the business combination or the accuracy or adequacy
of this communication.
