Meridian3 (MIACU) CIO Berger receives 396,875 Class B shares and 125,000 warrants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Meridian3 Industrials Acquisition Corp’s Chief Investment Officer Stefan Berger reported receiving equity interests tied to the company’s IPO structure. He now directly holds 396,875 Class B Ordinary Shares at a purchase price of $0.005 per share under a securities assignment agreement with Meridian3 Partners Sponsor LLC.
These Class B shares are convertible into Class A Ordinary Shares on a one-for-one basis at any time, and will automatically convert at the time of the company’s initial business combination. Berger also holds 125,000 Private Placement Warrants that were transferred to him from the sponsor at $1.00 per warrant.
Each warrant allows the purchase of one Class A share at $11.50 per share, becoming exercisable 30 days after the completion of the initial business combination and expiring five years after that, or earlier upon redemption or liquidation. The transactions are coded as “J” (other acquisition or disposition), reflecting internal restructuring rather than open-market trading.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Berger Stefan
Role
Chief Investment 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 (Direct, null);
Private Placement Warrants (Right to Buy) — 125,000 shares (Direct, null)
Footnotes (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. 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. 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. 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.
Key Figures
Class B shares held: 396,875 shares
Class B share purchase price: $0.005 per share
Private Placement Warrants held: 125,000 warrants
+5 more
8 metrics
Class B shares held
396,875 shares
Class B Ordinary Shares, post-transaction direct holding
Class B share purchase price
$0.005 per share
Price paid under securities assignment agreement
Private Placement Warrants held
125,000 warrants
Direct holding following transfer from sponsor
Warrant transfer price
$1.00 per warrant
Price paid by sponsor and used for transfer to Berger
Warrant exercise price
$11.50 per share
Price to purchase one Class A Ordinary Share
Conversion ratio
1 Class B to 1 Class A share
Class B Ordinary Shares conversion terms
Warrant exercisability
30 days after business combination
Warrants become exercisable after initial business combination
Warrant expiration
5 years after business combination
Expiration time, earlier if redeemed or on liquidation
Key Terms
Private Placement Warrants, Class B Ordinary Shares, initial public offering, initial business combination, +1 more
5 terms
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.
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.
initial business combination financial
"will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination"
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.
securities assignment agreement financial
"Pursuant to a securities assignment agreement between the Reporting Person and Meridian3 Partners Sponsor LLC"
FAQ
What did Meridian3 CIO Stefan Berger report in this Form 4 for MIACU?
Stefan Berger reported receiving 396,875 Class B Ordinary Shares and 125,000 Private Placement Warrants from the sponsor under assignment agreements, tied to Meridian3 Industrials Acquisition Corp’s IPO structure and future initial business combination terms.
What are the terms of Stefan Berger’s Private Placement Warrants in MIACU?
Berger holds 125,000 Private Placement Warrants, each allowing purchase of one Class A Ordinary Share at $11.50 per share. The warrants become exercisable 30 days after the initial business combination and expire five years after that, or earlier upon redemption or liquidation.
Are Stefan Berger’s reported Meridian3 warrant transactions open-market buys or sells?
No. The transactions are coded as “J” (other acquisition or disposition) and reflect transfers from Meridian3 Partners Sponsor LLC under private assignment agreements, rather than open-market purchases or sales of Meridian3 securities.