Merlin, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. Market Information Our Units, Public Shares and Public Rights are each traded on the Nasdaq Global Market under the symbols “ BACQU”, “BACQ” and “BACQR” , respectively. Our Units commenced public trading on November 1, 2024 and our Public Shares and Public Rights commenced separate public trading on December 2, 2024. Holders On March 11, 2026, there were two holders of record of our Units, one holder of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and one holder of record of our Rights. Dividends We have not paid any cash dividends on our ordinary shares to date and does not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial business combination will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Performance Graph As a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e). Recent Sales of Unregistered Securities On June 25, 2024, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,187,500 Founder Shares. On October 2, 2024, we capitalized $239.58 standing to the credit of our share premium account and issued an additional 2,395,833 Founder Shares to the Sponsor, resulting in the Sponsor holding an aggregate of 9,583,333 Founder Shares (up to 1,250,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). On November 4, 2024, the underwriters forfeited their over-allotment option to purchase up to an additional 3,750,000 units. As a result, 1,250,000 Class B Ordinary Shares were surrendered by the Sponsor and cancelled by the Company. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, acted as the lead book-running manager for the IPO. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-280777). The SEC declared the registration statement effective on October 31, 2024. Simultaneously with the consummation of our IPO, we completed the private sale of an aggregate of 425,000 Private Placement Unit to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $4,250,000. The Private Placement Units are identical to the units sold in our IPO except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Units (including their component securities) (i) may not (including the Class A ordinary shares issuable upon conversion of the underlying rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (ii) will be entitled to registration rights. The issuance of the Founder Shares and Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Sponsor represented that it is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. An aggregate of $250,000,000 was deposited in the Trust Account established with Continental acting as trustee in connection with the IPO. 55 Use of Proceeds from the IPO The registration statement for the IPO was declared effective on October 31, 2024. On November 4, 2024, we consummated the IPO of 25,000,000 Units at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class A Ordinary Share and one Right, with each Right entitling the holder thereof to purchase one-tenth of one Class A Ordinary Share at the consummation of our initial business combination. Transaction costs amounted to $11,403,592, consisting of $2,000,000 of cash underwriting fees, $8,750,000 of deferred underwriting fees payable upon the consummation of our initial Business Combination, and $653,592 of other offering costs. Of the net proceeds from the IPO and Private Placement, $250,000,000 was deposited into the Trust Account, and $3,215,000 was available for working capital. There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus dated October 31, 2024, which was filed with the SEC. As of December 31, 2025, after giving effect to our IPO and our operations subsequent thereto, approximately $262,235,740 was held in the Trust Account, and we had approximately $703,596 of unrestricted cash available to us for our activities in connection with identifying and consummating an initial Business Combination, and for general corporate matters. Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no such repurchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report. Item 6. [Reserved]