Merlin holder FR Capital reports 1.0% stake

FR Capital Holdings and affiliated funds now report passive ownership of about 1% of Merlin, Inc.’s common stock through convertible preferred shares and warrants.

Rhea-AI Filing Summary

Merlin, Inc. (MRLN) received an amended Schedule 13G/A from FR Capital Holdings, L.P. and affiliated funds reporting their current ownership of Merlin common stock. As of September 16, 2026, the investment manager, FR Capital Holdings, L.P., may be deemed to beneficially own 1,025,554 shares of common stock, representing about 1.0% of the class, held through First Round Capital VI, L.P. and First Round Capital VIII-F, L.P.

On September 16, 2026, each of First Round Capital VI and First Round Capital VIII-F made an in‑kind distribution for no consideration of all Merlin common shares they then held to their partners. After this distribution, First Round Capital VI’s reported position consists of preferred stock and warrants convertible or exercisable into 396,883 shares, and First Round Capital VIII-F’s position consists of preferred stock and warrants convertible or exercisable into 628,671 shares, all at a $6.67 conversion or exercise price.

Key Figures

Beneficially owned shares (aggregate): 1,025,554 shares Ownership percentage: 1.0% First Round Capital VI position: 396,883 shares +4 more

7 metrics

Beneficially owned shares (aggregate) 1,025,554 shares Shares of Merlin common stock deemed beneficially owned by FR Capital Holdings, L.P. as of September 16, 2026

Ownership percentage 1.0% Percentage of Merlin common stock class beneficially owned by FR Capital Holdings, L.P.

First Round Capital VI position 396,883 shares Common stock underlying preferred shares and warrants held by First Round Capital VI, L.P.

First Round Capital VIII-F position 628,671 shares Common stock underlying preferred shares and warrants held by First Round Capital VIII-F, L.P.

Shares outstanding 101,067,784 shares Merlin common stock issued and outstanding as of August 11, 2026, used for percentage calculations

Conversion price $6.67 per share Conversion price for 12.0% Series A Cumulative Convertible Preferred Stock into Merlin common stock

Warrant exercise price $6.67 per share Exercise price of Merlin common stock warrants held by the reporting funds

Key Terms

Schedule 13G, beneficially own, in-kind distribution, 12.0% Series A Cumulative Convertible Preferred Stock, +1 more

5 terms

Schedule 13G regulatory

"This report on is being filed by (i) FR Capital Holdings"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficially own financial

"may be deemed to beneficially own the 1,025,554 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.

in-kind distribution financial

"distributed to its partners, in-kind for no consideration, all of the shares"

A distribution of value to shareholders or beneficiaries made by transferring assets instead of paying cash, such as shares, bonds, or property. Like receiving a box of goods rather than money, it changes what you hold rather than adding liquid funds; investors care because it affects a portfolio’s composition, liquidity, tax reporting, and cost basis for the received assets.

12.0% Series A Cumulative Convertible Preferred Stock financial

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

warrants financial

"warrants to purchase 195,566 shares of Common Stock at an exercise price"

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.

FAQ

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

What percentage of Merlin, Inc. (MRLN) does FR Capital Holdings currently report owning?

FR Capital Holdings, L.P., as investment manager to the reporting funds, may be deemed to beneficially own 1,025,554 shares of Merlin common stock, representing approximately 1.0% of the outstanding class as of September 16, 2026.

How many Merlin (MRLN) shares are attributed to First Round Capital VI after the distribution?

After the September 16, 2026 in‑kind distribution, First Round Capital VI, L.P. reports holdings convertible or exercisable into 396,883 shares of Merlin common stock through 12.0% Series A Cumulative Convertible Preferred Stock and warrants, both with a $6.67 price per share.

What is First Round Capital VIII-F’s Merlin (MRLN) exposure after the distribution?

Following the distribution, First Round Capital VIII-F, L.P. reports securities convertible or exercisable into 628,671 shares of Merlin common stock, consisting of preferred stock convertible into 318,889 shares and warrants to purchase 309,782 shares, each at a $6.67 price per share.

How many Merlin (MRLN) shares were outstanding for calculating FR Capital’s ownership?

Beneficial ownership percentages use 101,067,784 shares of Merlin common stock issued and outstanding as of August 11, 2026, as reported by Merlin in its Quarterly Report on Form 10‑Q filed on August 14, 2026.

What transaction did the First Round Capital funds report on September 16, 2026 for Merlin (MRLN)?

On September 16, 2026, First Round Capital VI, L.P. and First Round Capital VIII-F, L.P. each made an in‑kind distribution to their partners, for no consideration, of all Merlin common stock they then held, after which their positions consist of convertible preferred shares and warrants.

Does FR Capital Holdings report owning more than 5% of Merlin (MRLN)?

No. The filing states Ownership of 5 percent or less of a class. FR Capital Holdings and the related funds report an aggregate beneficial ownership of about 1.0% of Merlin’s outstanding common stock.

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

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Available on EDGAR 09/18/2026 - 05:00 PM Accepted by SEC EDGAR 09/18/2026 - 05:00 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. 2)

Merlin, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

590106100

(CUSIP Number)

09/16/2026

(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 1,025,554.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,025,554.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,025,554.00

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)

1.0 %

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 396,883.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 396,883.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

396,883.00

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)

0.4 %

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 628,671.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 628,671.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

628,671.00

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)

0.6 %

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: 129 South Street Boston MA 02111
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. On September 16, 2026, each of FRCVI and FRCVIII-F distributed to its partners, in-kind for no consideration, all of the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Merlin, Inc. (the "Issuer") held by each of FRCVI and FRCVIII-F (the "Distribution"). After the Distribution, the 396,883 shares of Common Stock reported as directly held by FRCVI consist of the following: (i) shares of 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), convertible into 201,317 shares of Common Stock at a conversion price of $6.67 per share, subject to adjustment, and (ii) warrants to purchase 195,566 shares of Common Stock at an exercise price of $6.67 per share. After the Distribution, the 628,671 shares of Common Stock reported as directly held by FRCVIII-F consist of the following: (i) shares of Preferred Stock convertible into 318,889 shares of Common Stock at a conversion price of $6.67 per share, subject to adjustment, and (ii) warrants to purchase 309,782 shares of Common Stock at an exercise price of $6.67 per share. Accordingly, as of September 16, 2026, the Management Company, as the investment manager to FRCVI and FRCVIII-F, may be deemed to beneficially own the 1,025,554 shares of Common Stock of the Issuer directly held in the aggregate by FRCVI and FRCVIII-F for a beneficial ownership percentage of approximately 1.0%. Beneficial ownership percentages are based upon 101,067,784 shares of Common Stock issued and outstanding as of August 11, 2026, based on information reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2026.
(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 - 1,025,554.00 FRCVI - 396,883.00 FRCVIII-F - 628,671.00
(b)	Percent of class: Management Company - 1.0% FRCVI - 0.4% FRCVIII-F - 0.6%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Management Company - 1,025,554.00 FRCVI - 396,883.00 FRCVIII-F - 628,671.00
	(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 - 1,025,554.00 FRCVI - 396,883.00 FRCVIII-F - 628,671.00
	(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.
	Ownership of 5 percent or less of a class
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:	09/18/2026

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:	09/18/2026

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:	09/18/2026

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).