Meridian3 (MIACU) CFO reports trust holdings of founder Class B shares and SPAC warrants

Rhea-AI Filing Summary

Meridian3 Industrials Acquisition Corp’s Chief Financial Officer Jeffrey H. Foster reported internal restructuring transactions involving sponsor-assigned founder equity and warrants. A trust associated with Foster now holds 396,875 Class B ordinary shares that were transferred from the sponsor at a purchase price of $0.005 per share and are convertible into Class A shares on a one-for-one basis, including automatically at the initial business combination. The trust also holds 125,000 private placement warrants that were transferred from the sponsor at $1.00 per warrant, each allowing the purchase of one Class A share at $11.50 per share starting 30 days after the business combination and expiring five years thereafter. Footnotes indicate these positions are held through the Foster Family Revocable Living Trust plus 25,000 Class B shares held directly in Foster’s name.

Insights

SPAC capital structure analyst

Filing shows sponsor-to-insider equity and warrant transfers, not market trading.

The transactions report that CFO Jeffrey H. Foster, through the Foster Family Revocable Living Trust, holds sponsor-derived founder equity and private placement warrants in Meridian3 Industrials Acquisition Corp. Code J and the footnotes frame these as assignment-based restructurings rather than open-market buys or sells.

The trust holds 396,875 Class B shares at a stated purchase price of $0.005 per share and 125,000 private placement warrants originally bought by the sponsor at $1.00 each. Each Class B share can convert into one Class A share, and each warrant is exercisable for one Class A share at $11.50 after the initial business combination.

For investors, this Form 4 clarifies Foster’s beneficial exposure to founder shares and warrants tied to the future business combination, but it does not show discretionary open-market trading. The economic impact depends on the completion and terms of the initial business combination described in the SPAC structure.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider FOSTER JEFFREY H

Role Chief Financial Officer

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 (Indirect, By Trust); Private Placement Warrants (Right to Buy) — 125,000 shares (Indirect, By Trust)

Footnotes (5)

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.
5. F5. The Reporting Person beneficially holds 396,875 Class B Shares and 125,000 Private Placement Warrants through a trust, the Foster Family Revocable Living Trust, and 25,000 Class B Shares previously reported on Form 3 directly in their own name.

Key Figures

Private placement warrants held: 125,000 warrants Warrant exercise price: $11.50 per share Class B shares via trust: 396,875 shares +3 more

6 metrics

Private placement warrants held 125,000 warrants Held through trust; each for one Class A share

Warrant exercise price $11.50 per share Exercise price for each private placement warrant

Class B shares via trust 396,875 shares Transferred from sponsor at $0.005 per share

Class B share purchase price $0.005 per share Price paid to sponsor for Class B shares

Sponsor warrant purchase price $1.00 per warrant Price sponsor paid; same price for transfer

Additional Class B held directly 25,000 shares Class B Ordinary Shares in Foster’s own name

Key Terms

Private Placement Warrants, Class B Ordinary Shares, securities assignment agreement, warrant assignment agreement, +2 more

6 terms

Private Placement Warrants financial

"Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share"

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"), have no expiration date"

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.

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"

initial public offering financial

"upon the closing of the Issuer's initial public offering (the "IPO"), the Sponsor transferred 396,875 Class B Shares"

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.

initial business combination financial

"automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/07/2026 - 02:37 PM Accepted by SEC EDGAR 07/07/2026 - 02:35 PM Learn about SEC filing dates

FAQ

What insider transactions did Meridian3 (MIACU) CFO Jeffrey Foster report on this Form 4?

The Form 4 reports two restructuring transactions labeled code J. A trust associated with CFO Jeffrey Foster holds 396,875 Class B founder shares and 125,000 private placement warrants transferred from the sponsor, rather than any open-market stock purchases or sales by the insider.

How many Meridian3 (MIACU) private placement warrants are held through Jeffrey Foster’s trust?

The filing shows 125,000 private placement warrants held through the Foster Family Revocable Living Trust. Each warrant was originally purchased by the sponsor for $1.00 and entitles the holder to buy one Class A ordinary share at an exercise price of $11.50 per share.

What Class B Ordinary Share holdings does Meridian3 (MIACU) CFO Jeffrey Foster report?

A trust associated with Jeffrey Foster beneficially holds 396,875 Class B Ordinary Shares at a stated purchase price of $0.005 per share. Additionally, the footnotes state Foster previously reported 25,000 Class B shares held directly in his own name, separate from the trust holdings.

When can Meridian3 (MIACU) private placement warrants held by the CFO’s trust be exercised?

Each private placement warrant becomes exercisable 30 days after completion of Meridian3’s initial business combination. The warrants then remain exercisable until 5:00 p.m. New York City time, five years after that business combination, unless earlier redeemed or the company is liquidated.

How are Meridian3 (MIACU) Class B Ordinary Shares reported by the CFO convertible into Class A shares?

The Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. They can be converted at any time at the holder’s option and will automatically convert into Class A shares at the time of Meridian3’s initial business combination, maintaining a simple one-for-one conversion ratio.

Does Meridian3 (MIACU) CFO Jeffrey Foster hold these securities directly or indirectly?

Most of the reported holdings are indirect, through the Foster Family Revocable Living Trust, which beneficially holds 396,875 Class B shares and 125,000 private placement warrants. The footnotes also state that Foster directly holds 25,000 additional Class B Ordinary Shares in his own name.

SEC Form 4

FORM 4

UNITED 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^*

FOSTER JEFFREY H

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, SUITE 23A

(Street)

NEW YORK CITY 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	07/06/2026		J		396,875		(1)	(1)	Class A Ordinary Shares, par value $0.0001 per share	396,875	$0.005(2)	396,875	I	By Trust(5)
Private Placement Warrants (Right to Buy)(3)	$11.5	07/06/2026		J		125,000		(3)	(3)	Class A Ordinary Shares, par value $0.0001 per share	125,000	$1(4)	125,000	I	By Trust(5)

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.

5. The Reporting Person beneficially holds 396,875 Class B Shares and 125,000 Private Placement Warrants through a trust, the Foster Family Revocable Living Trust, and 25,000 Class B Shares previously reported on Form 3 directly in their own name.

	/s/ Foster Jeffrey H	07/07/2026
	** Signature of Reporting Person	Date
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)