Meshflow Acquisition Corp. filed a beneficial ownership report showing Meshflow Acquisition Sponsor LLC (managed by Bartosz Lipinski) holds 8,080,000 ordinary shares representing 18.7% of the class based on totals reported as of January 21, 2026. The Sponsor's holdings are Class B Ordinary Shares convertible into Class A Ordinary Shares under the Registration Statement. The filing excludes 5,333,333 Class A Ordinary Shares issuable upon exercise of private placement warrants exercisable at $11.50.
Positive
None.
Negative
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Insights
Disclosure clarifies founder-class holdings and voting control.
Meshflow Acquisition Sponsor LLC is shown holding 8,080,000 Class B Ordinary Shares; Bartosz Lipinski is the managing member with voting and investment discretion. The filing cites the conversion feature described under "Founder Shares" in the Registration Statement.
The report ties percentages to share counts reported as of January 21, 2026. Governance effects depend on conversion timing and any lock-up terms disclosed elsewhere in company filings.
Convertible founder shares and outstanding warrants create potential future supply.
The filing notes exclusion of 5,333,333 Class A Ordinary Shares issuable upon exercise of private placement warrants at $11.50. Those warrants become exercisable 30 days after the initial business combination and expire five years thereafter, per the Registration Statement.
Timing and exercise decisions by warrant holders will determine actual dilution; current cash‑flow treatment is not stated in this excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Meshflow Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G6032N101
(CUSIP Number)
12/09/2025
(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)
SCHEDULE 13G
CUSIP No.
G6032N101
1
Names of Reporting Persons
Meshflow Acquisition Sponsor 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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,080,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,080,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,080,000.00
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)
18.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The securities are held directly by Meshflow Acquisition Sponsor LLC (the "Sponsor"). Bartosz Lipinski is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor.
(2) The Sponsor owns 8,080,000 Class B Ordinary Shares, par value $0.0001 per share, of the Issuer (the "Class B Ordinary Shares"), which are convertible for the Issuer's Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares"), as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-290175) (the "Registration Statement") and have no expiration date.
(3) Excludes 5,333,333 Class A Ordinary Shares issuable upon the exercise of 5,333,333 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 34,500,000 Class A Ordinary Shares and 8,625,000 Class B Ordinary Shares outstanding as of January 21, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q (the "Form 10-Q"), filed with the U.S. Securities and Exchange Commission on January 21, 2026.
SCHEDULE 13G
CUSIP No.
G6032N101
1
Names of Reporting Persons
Bartosz Lipinski
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
8,080,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,080,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,080,000.00
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)
18.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The securities are held directly by the Sponsor. Bartosz Lipinski is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor.
(2) The Sponsor owns 8,080,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities--Founder Shares" in the Registration Statement and have no expiration date.
(3) Excludes 5,333,333 Class A Ordinary Shares issuable upon the exercise of 5,333,333 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 34,500,000 Class A Ordinary Shares and 8,625,000 Class B Ordinary Shares outstanding as of January 21, 2026, as reported on the Form 10-Q.
Address or principal business office or, if none, residence:
406 N. Sangamon Street, Chicago, Illinois 60642
(c)
Citizenship:
See response to Item 4 on the cover page.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G6032N101
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:
See response to Item 9 on the cover page.
(b)
Percent of class:
See response to Item 11 on the cover page. %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page.
(ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page.
(iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page.
(iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page.
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:
Not Applicable
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.
Meshflow Acquisition Sponsor LLC
Signature:
/s/ Bartosz Lipinski
Name/Title:
Bartosz Lipinski/Managing Member
Date:
02/19/2026
Bartosz Lipinski
Signature:
/s/ Bartosz Lipinski
Name/Title:
Bartosz Lipinski
Date:
02/19/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, dated as of February 19, 2026 by and between Meshflow Acquisition Sponsor LLC and Bartosz Lipinski.
What stake does Meshflow Acquisition Sponsor LLC hold in MESH?
The Sponsor holds 8,080,000 shares representing 18.7%. This figure is based on reported outstanding counts as of January 21, 2026, and the shares are Class B Ordinary Shares convertible into Class A Ordinary Shares.
Who has voting authority over the Sponsor's shares for MESH?
Bartosz Lipinski, as managing member, has voting and investment discretion over the Sponsor's holdings. The filing states Mr. Lipinski is the managing member and signed the joint filing agreement dated February 19, 2026.
Are there warrants that could increase MESH's share count?
Yes; the filing excludes 5,333,333 Class A Ordinary Shares issuable upon exercise of private placement warrants. Each warrant is exercisable at $11.50, subject to adjustment, per the Registration Statement.
What share counts were used to calculate the 18.7% figure for MESH?
The percentage is based on 34,500,000 Class A and 8,625,000 Class B Ordinary Shares outstanding as of January 21, 2026, as reported in the company Form 10-Q referenced in the filing.
Does this filing report direct ownership by Bartosz Lipinski in MESH?
The filing attributes the securities to Meshflow Acquisition Sponsor LLC and states Mr. Lipinski is the managing member with voting and investment discretion; the shares are held directly by the Sponsor entity.
