STOCK TITAN

Quiet Capital (BACQ) discloses 13.84M-share, 16.24% position including convertibles

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Merlin, Inc. ownership update: Quiet Capital Management, LLC reported beneficial ownership of 13,839,884 shares of Common Stock, representing 16.24% of the class.

The filing breaks the position into 12,896,007 direct common shares, 464,534 shares issuable on conversion of 12.0% Series A Preferred Stock, and 479,343 shares issuable upon exercise of Series A Warrants. The percent is calculated using 84,262,886 shares outstanding as of March 16, 2026.

Positive

  • None.

Negative

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Insights

Large passive stake disclosed; ownership is concentrated across Quiet-managed funds.

Quiet Capital Management reports aggregate beneficial ownership of 13,839,884 shares (including convertible and warrant-linked shares). The position is held across three Quiet-managed entities: Quiet ML, Quiet V1, and Quiet V2.

Key dependencies include the one-for-one conversion/exercise terms and the adjusted $6.67 conversion/exercise price; future realized voting or disposition activity depends on the Quiet funds' discretion and any holder actions.

Convertible preferred and warrants create potential common-share economic exposure.

The filing specifies 464,534 shares issuable on conversion of 12.0% Series A Preferred Stock and 479,343 shares issuable upon exercise of Series A Warrants, each at a one-for-one ratio.

The conversion/exercise price was adjusted to $6.67 after a PIPE on May 1, 2026; cash‑flow treatment and actual future conversions are driven by holder decisions.

Beneficial ownership 13,839,884 shares Aggregate reported holdings by Quiet Capital
Percent of class 16.24% Calculated using 84,262,886 shares outstanding as of March 16, 2026
Common shares (direct) 12,896,007 shares Directly held common stock across Quiet-managed entities
Convertible preferred 464,534 shares Shares issuable upon conversion of 12.0% Series A Preferred Stock
Warrants exercisable 479,343 shares Shares issuable upon exercise of Series A Warrants
Shares outstanding 84,262,886 shares Outstanding as of March 16, 2026
Adjusted conversion/exercise price $6.67 Post‑PIPE adjustment to Series A Preferred and Warrant price
12.0% Series A Cumulative Convertible Preferred Stock financial
"12.0% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock")"
Series A Warrants financial
"479,343 shares of Common Stock issuable upon exercise of Series A Warrants"
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 market
"in connection with a PIPE transaction effected by the Issuer on May 1, 2026"
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.
beneficially own regulatory
"may be deemed to beneficially own, the reported securities"
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.





590106100

(CUSIP Number)
03/16/2026

(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




Comment for Type of Reporting Person: The reported securities represent (i) 12,896,007 shares of Common Stock, (ii) 464,534 shares of Common Stock issuable upon conversion of 12.0% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock") and (iii) 479,343 shares of Common Stock issuable upon exercise of Series A Warrants. The percent of class is calculated based on 84,262,886 shares of Common Stock outstanding as of March 16, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the Securities & Exchange Commission on March 20, 2026, as increased by (i) 464,534 shares of Common Stock issuable upon conversion of Series A Preferred Stock and (ii) 479,343 shares of Common Stock issuable upon exercise of Series A Warrants.


SCHEDULE 13G



Quiet Capital Management, LLC
Signature:/s/ Kabir Masson
Name/Title:Kabir Masson / General Counsel
Date:05/08/2026

FAQ

What stake does Quiet Capital report in Merlin, Inc. (BACQ)?

Quiet Capital reports beneficial ownership of 13,839,884 shares, equal to 16.24% of the class. The total includes direct common shares plus convertible preferred and warrant exercises, using 84,262,886 shares outstanding as of March 16, 2026.

How is the 13,839,884-share position composed?

The position comprises 12,896,007 common shares, 464,534 shares issuable on conversion of Series A Preferred, and 479,343 shares issuable on Series A Warrant exercise. Conversion/exercise are one‑for‑one per the filing.

What conversion and exercise terms are disclosed?

The Series A Preferred and Series A Warrants convert/exercise on a one‑for‑one basis at a $6.67 price after an automatic adjustment tied to a May 1, 2026 PIPE transaction. Original terms referenced a $12 price prior to adjustment.

Which entities hold the reported securities for Quiet Capital?

Holdings are split across Quiet ML, L.P.; Quiet Venture I, LP; and Quiet Venture II, L.P. Each Quiet Direct Holder is managed by Quiet Capital Management, LLC, whose investment committee exercises discretion.

How was the percent of class calculated?

The 16.24% figure is calculated using 84,262,886 shares outstanding as of March 16, 2026, increased by the convertible and warrant‑issuable shares specified in the filing.