Merlin, Inc. (MRLN) holders report 2.12% stake via warrants and preferred

Rhea-AI Filing Summary

Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri report beneficial ownership of 2,087,905 shares of Merlin, Inc. common stock as of June 30, 2026. This includes 33 outstanding shares and 2,087,872 shares issuable upon exercise of warrants and conversion of preferred equity shares, all subject to a 9.99% beneficial ownership blocker. Based on 96,524,052 Class A shares outstanding as of May 13, 2026 plus the issuable shares tied to these instruments, each reporting person discloses ownership of 2.12% of the class, with sole voting and dispositive power over the reported shares and no shared power. The amendment confirms that these holders own 5% or less of Merlin’s common stock class.

Key Figures

Beneficially owned shares: 2,087,905 shares Outstanding Class A shares: 96,524,052 shares Issuable from warrants and preferred: 2,087,872 shares +3 more

6 metrics

Beneficially owned shares 2,087,905 shares Shares of Merlin, Inc. common stock beneficially owned by each reporting person as of June 30, 2026

Outstanding Class A shares 96,524,052 shares Class A common stock outstanding as of May 13, 2026 used to calculate ownership percentages

Issuable from warrants and preferred 2,087,872 shares Merlin shares issuable upon exercise of warrants and conversion of preferred equity held by reporting persons

Ownership percentage 2.12% Percent of Merlin common stock beneficially owned by each reporting person

Beneficial ownership blocker 9.99% Cap on beneficial ownership applying to issuable shares from warrants and preferred equity

Common shares currently held 33 shares Outstanding Merlin common stock held directly by the reporting persons, excluding issuable instruments

Key Terms

beneficial ownership blocker, dispositive power, convertible preferred equity shares, warrants, +1 more

5 terms

beneficial ownership blocker regulatory

"The issuable shares of Common Stock related to the exercise of the Warrants and conversion of the preferred equity shares are both subject to a 9.99% beneficial ownership blocker."

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

dispositive power financial

"Sole Dispositive Power 2,087,905.00 6 | Shared Dispositive Power 0.00"

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.

convertible preferred equity shares financial

"conversion of certain convertible preferred equity shares (the "Notes") held by the Reporting Persons."

warrants financial

"shares of Common Stock issuable on the exercise of certain warrants (the "Warrants")"

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.

beneficially owned financial

"Amount beneficially owned: Ayrton Capital LLC: 2,087,905"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

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

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Available on EDGAR 08/13/2026 - 12:49 PM Accepted by SEC EDGAR 08/13/2026 - 12:48 PM Learn about SEC filing dates

FAQ

What ownership stake in Merlin, Inc. (MRLN) does Ayrton Capital report in this Schedule 13G/A?

Ayrton Capital reports 2.12% beneficial ownership of Merlin, Inc. common stock. This corresponds to 2,087,905 shares, including 33 common shares and 2,087,872 shares issuable from warrants and preferred equity conversion.

How many Merlin, Inc. (MRLN) shares are beneficially owned through warrants and preferred equity?

The reporting persons disclose 2,087,872 shares of Merlin common stock issuable from warrants and convertible preferred equity shares. These potential shares are aggregated with 33 current shares to reach 2,087,905 beneficially owned shares.

What percentage of Merlin, Inc. (MRLN) does Alto Opportunity Master Fund hold according to this filing?

Alto Opportunity Master Fund reports beneficial ownership of 2.12% of Merlin’s common stock. The percentage is calculated using 96,524,052 outstanding Class A shares plus the 2,087,872 issuable shares tied to its warrants and preferred equity.

What is the beneficial ownership blocker mentioned for Merlin, Inc. (MRLN) in this 13G/A?

The filing states a 9.99% beneficial ownership blocker on shares issuable from warrants and preferred equity. This provision limits exercises or conversions so the reporting persons’ beneficial ownership does not exceed 9.99% of Merlin’s outstanding common stock.

How many Merlin, Inc. (MRLN) shares were outstanding for the ownership calculation?

The ownership percentages are based on 96,524,052 shares of Class A common stock outstanding as of May 13, 2026. This share count comes from Merlin’s Form 10-Q filed on May 15, 2026.

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

No. Each reporting person reports 2,087,905 shares with sole voting and sole dispositive power and zero shared voting or dispositive power over Merlin’s common stock referenced in the filing.

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

Ayrton Capital LLC

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 2,087,905.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,087,905.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,087,905.00

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)

2.12 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 590106100

1

Names of Reporting Persons

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,087,905.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,087,905.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,087,905.00

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)

2.12 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 590106100

1

Names of Reporting Persons

Waqas Khatri

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,087,905.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,087,905.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,087,905.00

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)

2.12 %

12

Type of Reporting Person (See Instructions)

IN

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: (i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)	Address or principal business office or, if none, residence: (i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)	Citizenship: (i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(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: Ayrton Capital LLC: 2,087,905; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2,087,905; and (iii) Waqas Khatri: 2,087,905. Represents (i) 33 shares of Common Stock held by the Reporting Persons; (ii) 2,087,872 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") and conversion of certain convertible preferred equity shares (the "Notes") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants and conversion of the preferred equity shares are both subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of MERLIN, INC. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)	Percent of class: The percentages below are based on (i) 96,524,052 shares of Class A Common Stock of the Issuer that were outstanding as of May 13, 2026; and (ii) 2,087,872 shares of Common Stock issuable on the exercise of the Warrants and conversion of preferred equity shares held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's 10-Q filed on May 15, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2026. (i) Ayrton Capital LLC: 2.12%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2.12%; and (iii) Waqas Khatri: 2.12%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Ayrton Capital LLC: 2,087,905; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2,087,905; and (iii) Waqas Khatri: 2,087,905
	(ii) Shared power to vote or to direct the vote: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 2,087,905; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2,087,905; Waqas Khatri: 2,087,905
	(iv) Shared power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; (iii) Waqas Khatri: 0
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 acquired and are held in the ordinary course of business and 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.

Ayrton Capital LLC

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Managing Member
Date:	08/13/2026

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	08/13/2026

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	08/13/2026