Quiet Capital discloses major Merlin (MRLN) stake and convertible positions
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Quiet Capital Management, LLC filed an initial ownership report for Merlin, Inc., showing indirect holdings of 12,896,007 shares of Common Stock through Quiet ML, Quiet Venture I and Quiet Venture II funds. Quiet Capital’s investment committee exercises voting and investment discretion but disclaims beneficial ownership except for its pecuniary interest.
The filing also lists Series A Warrants and 12.0% Series A Cumulative Convertible Preferred Stock, each convertible into Common Stock at a $6.67 price. Footnotes state these prices were automatically adjusted from $12 in connection with a PIPE transaction on May 1, 2026. The Series A Warrants cover 479,343 underlying Common shares and expire on March 16, 2031, while the Series A Preferred Stock corresponds to 464,534 underlying Common shares and has no expiration date.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Quiet Capital Management, LLC
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | 12.0% Series A Cumulative Convertible Preferred Stock | -- | -- | -- |
| holding | Series A Warrants | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
12.0% Series A Cumulative Convertible Preferred Stock — 464,534 shares (Indirect, See footnote);
Series A Warrants — 479,343 shares (Indirect, See footnote);
Common Stock — 12,896,007 shares (Indirect, See footnote)
Footnotes (1)
- The reported securities are directly held as follows: 495,590 shares of Common Stock by Quiet ML, L.P. ("Quiet ML"), 3,497,280 shares of Common Stock by Quiet Venture I, LP ("Quiet V1") and 8,903,137 shares of Common Stock by Quiet Venture II, L.P. ("Quiet V2," and together with Quiet ML and Quiet V1, the "Quiet Direct Holders"). Each of the Quiet Direct Holders is managed by Quiet Capital Management, LLC, whose investment committee exercises voting and investment discretion of, and therefore may be deemed to beneficially own, the reported securities, but disclaims such beneficial ownership except to the extent of the reporting person's pecuniary interest therein. Each share of 12.0% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock"), is convertible into Common Stock at any time at the option of the holder at a conversion price of $6.67, subject to adjustments. In connection with a PIPE transaction effected by the Issuer on May 1, 2026 (the "PIPE Transaction"), the conversion price, which originally was $12, was automatically adjusted pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock in effect on the original date of acquisition of the Series A Preferred Stock. The Series A Preferred Stock has no expiration date. The reported securities are directly held as follows: 47,676 shares of Series A Preferred Stock by Quiet ML, 35,450 shares of Series A Preferred Stock by Quiet V1 and 381,408 shares of Series A Preferred Stock by Quiet V2. The reported securities are directly held as follows: 49,195 Series A Warrants by Quiet ML, 36,579 Series A Warrants by Quiet V1 and 393,569 Series A Warrants by Quiet V2. In connection with the PIPE Transaction, the exercise price, which originally was $12, was automatically adjusted pursuant to the terms of the Series A Warrants in effect on the original date of acquisition of the Series A Warrants.
Key Figures
Indirect common stock holdings: 12,896,007 shares
Series A Warrants underlying shares: 479,343 shares
Series A Preferred underlying shares: 464,534 shares
+5 more
8 metrics
Indirect common stock holdings
12,896,007 shares
Total Merlin Common Stock held indirectly as of Form 3
Series A Warrants underlying shares
479,343 shares
Common Stock underlying Series A Warrants, indirect position
Series A Preferred underlying shares
464,534 shares
Common Stock underlying 12.0% Series A Cumulative Convertible Preferred
Conversion/exercise price
$6.67 per share
Conversion price for Series A Preferred and exercise price for Series A Warrants
Original conversion/exercise price
$12 per share
Original price before automatic adjustment in connection with PIPE transaction
Warrants expiration date
March 16, 2031
Expiration date of Series A Warrants
Quiet ML common shares
495,590 shares
Common Stock directly held by Quiet ML, L.P.
Quiet V2 common shares
8,903,137 shares
Common Stock directly held by Quiet Venture II, L.P.
Key Terms
12.0% Series A Cumulative Convertible Preferred Stock, Series A Warrants, PIPE transaction, conversion price, +2 more
6 terms
12.0% Series A Cumulative Convertible Preferred Stock financial
"Each share of 12.0% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock"), is convertible into Common Stock..."
Series A Warrants financial
"The reported securities are directly held as follows: 49,195 Series A Warrants by Quiet ML..."
Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.
PIPE transaction financial
"In connection with a PIPE transaction effected by the Issuer on May 1, 2026 (the "PIPE Transaction"), the conversion price..."
A PIPE transaction is when a publicly traded company sells new shares or convertible securities directly to a select group of private investors, rather than through a public offering. It’s essentially a quick way for a company to raise cash, but it can dilute existing shareholders and often involves a price discount, so investors watch PIPEs for their potential impact on share value and ownership stakes—like a private top-up that changes the size of everyone’s slice of the pie.
conversion price financial
"is convertible into Common Stock at any time at the option of the holder at a conversion price of $6.67..."
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
Certificate of Designation regulatory
"automatically adjusted pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations..."
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
pecuniary interest financial
"but disclaims such beneficial ownership except to the extent of the reporting person's pecuniary interest therein."
FAQ
What does Quiet Capital Management’s Form 3 filing for MRLN show?
Quiet Capital Management reported indirect holdings of 12,896,007 Merlin Common shares through three investment funds. The Form 3 also details positions in Series A Warrants and 12.0% Series A Cumulative Convertible Preferred Stock, all managed by Quiet Capital’s investment committee with a pecuniary-interest ownership disclaimer.
What derivative securities tied to Merlin common stock are listed in the Form 3?
The filing lists Series A Warrants and 12.0% Series A Cumulative Convertible Preferred Stock. The Series A Warrants cover 479,343 underlying Merlin Common shares, while the Series A Preferred Stock corresponds to 464,534 underlying shares, providing additional indirect exposure beyond the reported common stock.
What is the conversion or exercise price for Merlin’s Series A Preferred and Warrants?
Both the Series A Preferred Stock and Series A Warrants convert or exercise into Merlin Common Stock at $6.67 per share. Footnotes explain this price was automatically adjusted from $12 under existing terms, in connection with a PIPE transaction effected on May 1, 2026.
When do Merlin’s Series A Warrants held by Quiet Capital expire?
The Series A Warrants referenced in the filing expire on March 16, 2031. They are exercisable into Merlin Common Stock at a $6.67 exercise price and represent 479,343 underlying shares, all held indirectly through Quiet Capital–managed investment entities.
Does Merlin’s 12.0% Series A Cumulative Convertible Preferred Stock have an expiration date?
According to the footnotes, Merlin’s 12.0% Series A Cumulative Convertible Preferred Stock has no expiration date. Each share is convertible into Common Stock at a $6.67 conversion price, which was reduced from $12 due to automatic adjustments tied to a PIPE transaction.