Merlin investor reports 12.6% ownership stake

Rhea-AI Filing Summary

FR Capital Holdings and affiliated First Round Capital funds report a significant ownership position in Merlin, Inc. As of June 30, 2026, the investment manager FR Capital Holdings, L.P. may be deemed to beneficially own 12,761,228 shares of Merlin common stock, representing approximately 12.6% of the outstanding shares, through First Round Capital VI, L.P. and First Round Capital VIII-F, L.P.

FRCVI holds 7,043,033 shares of common stock on an as-converted/as-exercised basis, while FRCVIII-F holds 5,718,195 shares. Each fund’s position includes common shares, shares of 12.0% Series A Cumulative Convertible Preferred Stock convertible at $12.00 per share, and warrants exercisable at $12.00 per share. Voting and dispositive power over these shares is reported as sole, with no shared power.

Key Figures

Total beneficial ownership: 12,761,228 shares of Common Stock Beneficial ownership percentage: 12.6% FRCVI holdings: 7,043,033 shares of Common Stock +5 more

8 metrics

Total beneficial ownership 12,761,228 shares of Common Stock Shares beneficially owned by FR Capital Holdings as of June 30, 2026

Beneficial ownership percentage 12.6% Percentage of Merlin common stock beneficially owned by the Management Company

FRCVI holdings 7,043,033 shares of Common Stock Beneficially owned by First Round Capital VI, L.P.

FRCVIII-F holdings 5,718,195 shares of Common Stock Beneficially owned by First Round Capital VIII-F, L.P.

Conversion price of preferred $12.00 per share Conversion price for 12.0% Series A Cumulative Convertible Preferred Stock, including accrued dividends

Warrant exercise price $12.00 per share Exercise price for warrants to purchase Merlin common stock held by the funds

Shares outstanding 100,592,160 shares of Common Stock Merlin common stock issued and outstanding as of June 30, 2026

FRCVI convertible preferred component 196,175 shares of Common Stock Common shares issuable upon conversion of preferred stock held by FRCVI

Key Terms

Beneficially own, 12.0% Series A Cumulative Convertible Preferred Stock, warrants, Sole voting power, +1 more

5 terms

Beneficially own financial

"may be deemed to beneficially own the 12,761,228 shares of Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

12.0% Series A Cumulative Convertible Preferred Stock financial

"shares of 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share"

warrants financial

"warrants to purchase 195,566 shares of Common Stock at an exercise price of $12.00 per share"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Sole voting power financial

"Sole Voting Power 12,761,228.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Dispositive power financial

"Sole Dispositive Power 12,761,228.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of Merlin, Inc. (MRLN) does FR Capital Holdings beneficially own?

FR Capital Holdings, L.P., as investment manager, may be deemed to beneficially own 12,761,228 shares of Merlin, Inc. common stock, representing approximately 12.6% of the outstanding common shares as of June 30, 2026.

What are the individual ownership stakes of FRCVI and FRCVIII-F in Merlin, Inc. (MRLN)?

First Round Capital VI, L.P. holds 7,043,033 Merlin common shares (about 7.0%), and First Round Capital VIII-F, L.P. holds 5,718,195 shares (about 5.6%), all on an as-converted and as-exercised basis.

How are the Merlin, Inc. (MRLN) positions of FRCVI and FRCVIII-F structured?

Each fund’s position combines common stock, 12.0% Series A Cumulative Convertible Preferred Stock convertible at $12.00 per share including accrued dividends, and warrants exercisable at $12.00 per share.

What is the total number of Merlin, Inc. (MRLN) shares outstanding used for the ownership calculation?

The reported beneficial ownership percentages are based on 100,592,160 shares of Merlin, Inc. common stock issued and outstanding as of June 30, 2026, according to information provided by the issuer.

Do the reporting funds share voting or dispositive power over Merlin, Inc. (MRLN) shares?

The reporting entities state sole voting and dispositive power over their Merlin, Inc. shares, with 0 shares reported under shared voting or shared dispositive power categories for each reporting person.

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

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Available on EDGAR 08/14/2026 - 04:22 PM Accepted by SEC EDGAR 08/14/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Merlin, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

590106100

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 590106100

1

Names of Reporting Persons

FR Capital Holdings, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 12,761,228.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,761,228.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,761,228.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.6 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

CUSIP Number(s): 590106100

1

Names of Reporting Persons

First Round Capital VI, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 7,043,033.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,043,033.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,043,033.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.0 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

CUSIP Number(s): 590106100

1

Names of Reporting Persons

First Round Capital VIII-F, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,718,195.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,718,195.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,718,195.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.6 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Merlin, Inc.
(b)	Address of issuer's principal executive offices: 100 Causeway St., Floor 23 Boston, MA 02114
Item 2.
(a)	Name of person filing: This report on Schedule 13G is being filed by (i) FR Capital Holdings, L.P., a Delaware limited partnership (the "Management Company"), (ii) First Round Capital VIII-F, L.P., a Delaware limited partnership ("FRCVIII-F"), and (iii) First Round Capital VI, L.P., a Delaware limited partnership ("FRCVI", and, collectively with the Management Company and FRCVIII-F, the "Reporting Persons"). FRCVI is the nominee of FRCVI and First Round Capital VI Partners Fund, L.P. ("FRCVI Partners") with respect to the securities reported herein. First Round Capital Management VI, L.P. is the general partner of FRCVI and FRCVI Partners, and First Round Capital Management VI, LLC is the general partner of First Round Capital Management VI, L.P. FRCVIII-F is the nominee of FRCVIII-F and First Round Capital VIII-F Partners Fund, L.P. ("FRCVIII-F Partners") with respect to the securities reported herein. First Round Capital Management VIII-F, L.P. is the general partner of FRCVIII-F and FRCVIII-F Partners, and First Round Capital Management VIII-F, LLC is the general partner of First Round Capital Management VIII-F, L.P. The Management Company is the investment manager of FRCVI, FRCVI Partners, First Round Capital Management VI, L.P., First Round Capital Management VI, LLC, FRCVIII-F, FRCVIII-F Partners, First Round Capital Management VIII-F, L.P. and First Round Capital Management VIII-F, LLC. The Management Company is managed by an investment committee comprised of three individuals. As of June 30, 2026, FRCVI held 7,043,033 shares of common stock, par value $0.0001 per share (the "Common Stock") of Merlin, Inc. (the "Issuer") and FRCVIII-F held 5,718,195 shares of Common Stock of the Issuer. The 7,043,033 shares of Common Stock directly held by FRCVI consist of the following: (i) 6,651,292 shares of Common Stock, (ii) shares of 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), convertible into 196,175 shares of Common Stock at a conversion price of $12.00 per share, including accrued dividends, subject to adjustment, and (iii) warrants to purchase 195,566 shares of Common Stock at an exercise price of $12.00 per share. The 5,718,195 shares of Common Stock directly held by FRCVIII-F consist of the following: (i) 5,097,669 shares of Common Stock, (ii) shares of Preferred Stock convertible into 310,744 shares of Common Stock at a conversion price of $12.00 per share, including accrued dividends, subject to adjustment, and (iii) warrants to purchase 309,782 shares of Common Stock at an exercise price of $12.00 per share. Accordingly, as of June 30, 2026, the Management Company, as the investment manager to FRCVI and FRCVIII-F, may be deemed to beneficially own the 12,761,228 shares of Common Stock of the Issuer directly held in the aggregate by FRCVI and FRCVIII-F for a beneficial ownership percentage of approximately 12.6%. Beneficial ownership percentages are based upon 100,592,160 shares of Common Stock issued and outstanding as of June 30, 2026, based on information reported by the Issuer directly to the Reporting Person.
(b)	Address or principal business office or, if none, residence: The address for the Reporting Persons is 2400 Market Street, Suite 237, Philadelphia, PA 19103.
(c)	Citizenship: The Reporting Persons are organized under the laws of the State of Delaware.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 590106100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Management Company - 12,761,228.00 FRCVI - 7,043,033.00 FRCVIII-F - 5,718,195.00
(b)	Percent of class: Management Company - 12.6% FRCVI - 7.0% FRCVIII-F - 5.6%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Management Company - 12,761,228.00 FRCVI - 7,043,033.00 FRCVIII-F - 5,718,195.00
	(ii) Shared power to vote or to direct the vote: Management Company - 0.00 FRCVI - 0.00 FRCVIII-F - 0.00
	(iii) Sole power to dispose or to direct the disposition of: Management Company - 12,761,228.00 FRCVI - 7,043,033.00 FRCVIII-F - 5,718,195.00
	(iv) Shared power to dispose or to direct the disposition of: Management Company - 0.00 FRCVI - 0.00 FRCVIII-F - 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FR Capital Holdings, L.P.

Signature:	/s/ Jeffrey Donnon
Name/Title:	Jeffrey Donnon / Chief Financial Officer
Date:	08/14/2026

First Round Capital VI, L.P.

Signature:	/s/ Jeffrey Donnon
Name/Title:	Jeffrey Donnon / Chief Financial Officer of FR Capital Holdings, L.P., its Management Company
Date:	08/14/2026

First Round Capital VIII-F, L.P.

Signature:	/s/ Jeffrey Donnon
Name/Title:	Jeffrey Donnon / Chief Financial Officer of FR Capital Holdings, L.P., its Management Company
Date:	08/14/2026

Exhibit Information

Exhibit 1 - Joint Filing Agreement, dated March 23, 2026, by and among FR Capital Holdings, L.P., First Round Capital VI, L.P. and First Round Capital VIII-F, L.P. (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on March 23, 2026).