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Merlin, Inc. shares were reported as beneficially owned by Inflection Point Fund I, LP, its general partner Inflection Point GP I LLC, and investment manager Inflection Point Asset Management LLC. Each reported beneficial ownership of 10,473,478 shares, or 9.9%. The reported ownership includes common stock and shares issuable through preferred-stock conversion and warrant exercise.
Voting and dispositive power over the fund’s securities is vested in a three-member investment committee that includes Merlin director Michael Blitzer and Kevin Shannon, who assisted Merlin with its business combination with Merlin Labs, Inc. The fund may not convert preferred stock or exercise the warrant if doing so would cause it, its affiliates, or persons acting as a group to exceed the 9.9% beneficial ownership blocker. The reported amount excludes 1,395,000 shares deemed not convertible or exercisable within 60 days under the blocker.
Key Figures
Beneficially owned shares:10,473,478 sharesPercent of class:9.9%Common shares outstanding:101,067,784 shares+3 more
6 metrics
Beneficially owned shares10,473,478 sharesReported by each of the three reporting persons
Percent of class9.9%Reported by each of the three reporting persons
Common shares outstanding101,067,784 sharesReported in Merlin’s Quarterly Report on Form 10-Q filed August 14, 2026
Beneficial ownership blocker9.9%Applies to conversion or warrant exercise that would cause the fund and specified related persons to exceed the threshold
Shares excluded under blocker1,395,000 sharesDeemed not convertible or exercisable within 60 days
Conversion price$6.66 per shareUsed in the reported preferred-stock conversion and warrant-exercise calculations
Key Terms
Beneficial Ownership Blocker, 12.0% Series A Cumulative Convertible Preferred Stock, common stock purchase warrant, rule of three
4 terms
Beneficial Ownership Blockerregulatory
"pursuant to the 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.
12.0% Series A Cumulative Convertible Preferred Stockfinancial
"shares of 12.0% Series A Cumulative Convertible Preferred Stock"
common stock purchase warrantfinancial
"a common stock purchase warrant"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
rule of threeregulatory
"Under the so-called "rule of three""
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many MRLN shares did Inflection Point report beneficially owning?
Each of Inflection Point Fund I, LP, Inflection Point GP I LLC, and Inflection Point Asset Management LLC reported beneficial ownership of 10,473,478 shares, or 9.9% of Merlin, Inc.’s common stock.
What is the MRLN ownership limit on Inflection Point’s conversions and warrant exercises?
The fund may not convert preferred stock or exercise its warrant to the extent that, after the transaction, it together with its affiliates or persons acting as a group would beneficially own more than 9.9% of Merlin’s outstanding common stock. The reported amount excludes 1,395,000 shares deemed not convertible or exercisable within 60 days under this blocker.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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
Inflection Point Fund I, LP
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
0.00
6
Shared Voting Power
10,473,478.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,473,478.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,473,478.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
590106100
1
Names of Reporting Persons
Inflection Point GP I 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
0.00
6
Shared Voting Power
10,473,478.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,473,478.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,473,478.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited liability company
SCHEDULE 13G
CUSIP Number(s):
590106100
1
Names of Reporting Persons
Inflection Point Asset Management 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
0.00
6
Shared Voting Power
10,473,478.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,473,478.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,473,478.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited liability company
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Merlin, Inc.
(b)
Address of issuer's principal executive offices:
100 Causeway, Floor 23, Boston, MA 02114
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed by Inflection Point Fund I, LP ("IPF"), Inflection Point GP I LLC ("IPGP") and Inflection Point Asset Management LLC ("IPAM," collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 1680 Michigan Ave, Suite 700 #1016, Miami Beach, FL 33139.
(c)
Citizenship:
See response to row 4 on each cover page.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
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:
See the response to row 9 of the cover page of each Reporting Person. Consists of (i) 5,734,167 shares of Common Stock held by IPF and (ii) 4,739,311 of (a) 3,034,150 shares of Common Stock issuable upon conversion of 1,573,570 shares of 12.0% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock") held by IPF (taking into account approximate accrued and unpaid dividends through October 12, 2026 and a $6.66 conversion price) and (b) 3,100,161 shares of Common Stock issuable upon exercise of a common stock purchase warrant (the "Warrant") held by IPF (taking into account a $6.66 conversion price), convertible or exercisable, as applicable, within 60 days. IPF has implemented beneficial ownership blockers, pursuant to which it may not convert Series A Preferred Stock or exercise the Warrant to the extent that after giving effect to such conversion or exercise, IPF (together with its affiliates, and any persons acting as a group together with it or any of its affiliates) would beneficially own in excess of 9.9% of the outstanding Common Stock calculated in accordance with the rules of the U.S. Securities and Exchange Commission (the "Beneficial Ownership Blocker"). Excludes 1,395,000 shares of Common Stock issuable upon conversion of Series A Preferred Stock or exercise of the Warrant which are deemed not convertible or exercisable within 60 days pursuant to the Beneficial Ownership Blocker. IPAM and IPGP are the investment manager and general partner, respectively, of IPF. Voting and dispositive power over securities beneficially owned by IPF are vested in an investment committee of three members, including Michael Blitzer, a director of the Issuer, Kevin Shannon, who assisted the Issuer with its business combination with Merlin Labs, Inc., and a third individual who does not have, and has not had during the past three years, any relationship with the Issuer or any of its predecessors or affiliates. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities.
(b)
Percent of class:
See the response to row 11 of the cover page of each Reporting Person. Percentage ownership was based on (i) 101,067,784 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026, plus 4,739,311 of (a) 3,034,150 shares of Common Stock issuable upon conversion of 1,573,570 shares of Series A Preferred Stock held by IPF (taking into account approximate accrued and unpaid dividends through October 12, 2026 and a $6.66 conversion price) and (b) 3,100,161 shares of Common Stock issuable upon exercise of the Warrant held by IPF (taking into account a $6.66 conversion price), that may be acquired without exceeding the Beneficial Ownership Blocker.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the response to row 5 of the cover page of each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See the response to row 6 of the cover page of each Reporting Person, as well as the answer to Item 4 (a).
(iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the cover page of each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the cover page of each Reporting Person, as well as the answer to Item 4 (a).
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.
Inflection Point Fund I, LP
Signature:
/s/ Michael Blitzer
Name/Title:
Michael Blitzer / Chief Investment Officer of Investment Manager
Date:
10/12/2026
Inflection Point GP I LLC
Signature:
/s/ Michael Blitzer
Name/Title:
Michael Blitzer / Managing Member
Date:
10/12/2026
Inflection Point Asset Management LLC
Signature:
/s/ Michael Blitzer
Name/Title:
Michael Blitzer / Chief Investment Officer
Date:
10/12/2026
Exhibit Information
Exhibit 1 - Joint Filing Agreement, dated as of October 12, 2026, among the Reporting Persons.
