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Meridian3 (NASDAQ: MIACU) director receives Class B founder shares and 125,000 warrants

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Meridian3 Industrials Acquisition Corp director Ralf Speth reported receiving sponsor-linked equity and warrants tied to the SPAC’s IPO. He now holds 396,875 Class B Ordinary Shares, acquired at $0.005 per share under a securities assignment agreement with the sponsor at the IPO closing.

These Class B shares are convertible into Class A Ordinary Shares on a one-for-one basis and automatically convert at the initial business combination. Speth also holds 125,000 Private Placement Warrants, transferred from the sponsor at $1.00 per warrant, each allowing the purchase of one Class A share at $11.50 after the business combination and expiring five years thereafter.

Positive

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Insider Speth Ralf
Role Director
Type Security Shares Price Value
Other Class B Ordinary Shares 396,875 $0.005 $2K
Other Private Placement Warrants (Right to Buy) 125,000 $1.00 $125K
Holdings After Transaction: Class B Ordinary Shares — 396,875 shares (Direct); Private Placement Warrants (Right to Buy) — 125,000 shares (Direct)
Footnotes (4)
  1. F1. The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.
  2. F2. Pursuant to a securities assignment agreement between the Reporting Person and Meridian3 Partners Sponsor LLC (the "Sponsor"), upon the closing of the Issuer's initial public offering (the "IPO"), the Sponsor transferred 396,875 Class B Shares to the Reporting Person for a purchase price of $0.005 per share.
  3. F3. Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants to the Reporting Person.
  4. F4. The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.
Class B shares received 396,875 shares Transferred from sponsor at $0.005 per share
Private Placement Warrants received 125,000 warrants Transferred from sponsor at $1.00 per warrant
Warrant exercise price $11.50 per share Each warrant to buy one Class A Ordinary Share
Class B conversion ratio 1:1 into Class A Convertible any time and automatically at business combination
Restructuring shares total 521,875 securities TransactionSummary restructuringShares (Class B plus warrants)
Class B purchase price $0.005 per share Price paid by Speth to sponsor for Class B shares
Warrant transfer price $1.00 per warrant Price at which sponsor transferred warrants to Speth
Private Placement Warrants financial
"Each Private Placement Warrant of the Issuer reported herein entitles the holder"
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
Class B Ordinary Shares financial
"The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares")"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
initial public offering financial
"upon the closing of the Issuer's initial public offering (the "IPO")"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
business combination financial
"will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
securities assignment agreement financial
"Pursuant to a securities assignment agreement between the Reporting Person and Meridian3 Partners Sponsor LLC"
warrant assignment agreement financial
"Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor"

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FAQ

What insider transaction did Meridian3 director Ralf Speth report on Form 4 for MIACU?
Ralf Speth reported receiving 396,875 Class B Ordinary Shares and 125,000 Private Placement Warrants linked to Meridian3’s IPO. These were transferred from the sponsor under assignment agreements rather than bought or sold in open-market transactions.

How many Meridian3 Class B Ordinary Shares does Ralf Speth hold after this filing for MIACU?
After the reported transaction, Ralf Speth holds 396,875 Class B Ordinary Shares. These Class B shares are convertible into Class A Ordinary Shares on a one-for-one basis and will automatically convert at Meridian3’s initial business combination.

What are the terms of the Private Placement Warrants reported by Ralf Speth in MIACU?
Speth holds 125,000 Private Placement Warrants, each entitling him to buy one Class A Ordinary Share at an exercise price of $11.50. The warrants become exercisable 30 days after Meridian3’s initial business combination and expire five years after that combination.

What prices were used for the transfers of Meridian3 sponsor securities to Ralf Speth?
The sponsor transferred 396,875 Class B shares to Speth at $0.005 per share and 125,000 Private Placement Warrants at $1.00 per warrant. These transfers occurred pursuant to assignment agreements in connection with the closing of Meridian3’s IPO.

Do the Class B shares reported by Ralf Speth in MIACU automatically convert into Class A shares?
Yes. The Class B Ordinary Shares held by Speth are convertible into Class A Ordinary Shares at any time on a one-for-one basis. They will also automatically convert into Class A shares at the time of Meridian3’s initial business combination.

Are the warrant and share transactions for Ralf Speth open-market buys or sells of MIACU stock?
No. The filing describes “other” transactions under code J, reflecting transfers from the sponsor via assignment agreements. These are not open-market purchases or sales but internal allocations of founder shares and private placement warrants.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Speth Ralf
(Last)(First)(Middle)
1330 AVENUE OF THE AMERICAS, SUITE 23A
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Meridian3 Industrials Acquisition Corp [ MIAC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares(1)07/06/2026J396,875 (1) (1)Class A Ordinary Shares, par value $0.0001 per share396,875$0.005(2)396,875D
Private Placement Warrants (Right to Buy)(3)$11.507/06/2026J125,000 (3) (3)Class A Ordinary Shares, par value $0.0001 per share125,000$1(4)125,000D
Explanation of Responses:
1. The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.
2. Pursuant to a securities assignment agreement between the Reporting Person and Meridian3 Partners Sponsor LLC (the "Sponsor"), upon the closing of the Issuer's initial public offering (the "IPO"), the Sponsor transferred 396,875 Class B Shares to the Reporting Person for a purchase price of $0.005 per share.
3. Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants to the Reporting Person.
4. The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.
/s/ Speth Ralf07/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR