Meridian3 Industrials (MIACU) director reports restructuring of sponsor-held warrants and Class B founder shares
Rhea-AI Filing Summary
Meridian3 Industrials Acquisition Corp director David Robert Bulley reported several restructuring transactions involving sponsor-held founder shares and private placement warrants, with no open-market buying or selling.
The Form 4 shows Class B Ordinary Shares and Private Placement Warrants held indirectly through Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP and Meridian3 Partners Sponsor LLC. Class B shares are convertible into Class A shares on a one-for-one basis, including automatic conversion at the time of the company’s initial business combination. Each Private Placement Warrant entitles the holder to buy one Class A share at $11.50 per share after the business combination and before their stated expiration. Footnotes indicate Bulley may be deemed a beneficial owner through control of the sponsor-related entities but disclaims beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Bulley David Robert
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Ordinary Shares | 2,381,250 | $0.005 | $12K |
| Other | Class B Ordinary Shares | 793,750 | $0.005 | $4K |
| Other | Private Placement Warrants (Right to Buy) | 3,750,000 | $1.00 | $3.75M |
| Other | Private Placement Warrants (Right to Buy) | 750,000 | $1.00 | $750K |
| Other | Private Placement Warrants (Right to Buy) | 250,000 | $1.00 | $250K |
Holdings After Transaction:
Class B Ordinary Shares — 2,450,000 shares (Indirect, Through Meridian3 Partners Sponsor LLC);
Private Placement Warrants (Right to Buy) — 3,750,000 shares (Indirect, Through Meridian3 Partners Sponsor LLC)
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 securities assignment agreements between Meridian3 Partners Sponsor LLC (the "Sponsor") and each of the sponsor team members, the Sponsor transferred an aggregate of 2,381,250 Class B Shares to the sponsor team members upon the closing of the Issuer's initial public offering (the "IPO") at $0.005 per share. Pursuant to a securities assignment agreement between the Reporting Person and the Sponsor, the Sponsor transferred 396,875 Class B Shares each to the Reporting Person and to Faramaraz Jeremey Mistry for a purchase price of $0.005 per share at IPO. The total 793,750 Class B Shares are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and Faramaraz Jeremey Mistry. 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 each to the Reporting Person and to Faramaraz Jeremey Mistry. The total 250,000 Private Placement Warrants are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and Faramaraz Jeremey Mistry. 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. The Reporting Person beneficially holds 793,750 Class B Shares and 250,000 Private Placement Warrants by virtue of their joint control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person also holds 25,000 Class B Shares, previously reported on Form 3, directly in their own name. The Reporting Person may be deemed to be the beneficial owner of the securities by virtue of their control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein.
Key Figures
Private Placement Warrants via SPC: 250,000 warrants
Warrant exercise price: $11.50 per share
Indirect Class B holdings via SPC: 793,750 shares
+5 more
8 metrics
Private Placement Warrants via SPC
250,000 warrants
Held through Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP
Warrant exercise price
$11.50 per share
Each Private Placement Warrant for one Class A Ordinary Share
Indirect Class B holdings via SPC
793,750 shares
Class B Ordinary Shares convertible 1-for-1 into Class A
Direct Class B holdings
25,000 shares
Class B Ordinary Shares held directly by reporting person
Sponsor team Class B transfer
2,381,250 shares
Aggregate Class B shares transferred to sponsor team at IPO
IPO founder share price
$0.005 per share
Price for Class B shares transferred to Bulley and another member
Warrants assigned to Bulley
125,000 warrants
Private Placement Warrants transferred from sponsor at $1.00 each
Restructuring volume
7,925,000 securities
Total securities in J-code restructuring transactions per summary
Key Terms
Private Placement Warrants, Class B Ordinary Shares, securities assignment agreements, 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.
securities assignment agreements financial
"Pursuant to securities assignment agreements between Meridian3 Partners Sponsor LLC and each of the sponsor team members"
warrant assignment agreement financial
"Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor"
beneficial owner financial
"The Reporting Person may be deemed to be the beneficial owner of the securities by virtue of their control"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did Meridian3 director Bulley report for MIACU?
Bulley reported five J-code “other” transactions involving Class B founder shares and Private Placement Warrants held through sponsor-related entities. These entries reflect restructuring of indirect holdings rather than open-market purchases or sales of Meridian3 Industrials Acquisition Corp securities.
What Private Placement Warrants linked to MIACU does Bulley beneficially hold?
Bulley is reported as beneficially holding 250,000 Private Placement Warrants through Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP. Each warrant allows the purchase of one Class A Ordinary Share at $11.50, becoming exercisable 30 days after the initial business combination and expiring five years later.
How were the Meridian3 Private Placement Warrants originally priced and transferred?
The sponsor purchased the Private Placement Warrants at $1.00 per warrant in a private placement closing with the IPO. It then transferred 125,000 warrants each to Bulley and another team member at that same per-warrant price under a warrant assignment agreement.
Does Bulley fully own the sponsor-held Meridian3 securities personally?
The filing explains Bulley may be deemed a beneficial owner through control of Meridian3 Capital SPC, the sponsor’s managing member. However, he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the sponsor structure.