SEC Form 3 filed by new insider Fr Capital Holdings, L.P.
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| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/16/2026 | 3. Issuer Name and Ticker or Trading Symbol
Merlin, Inc. [ MRLN ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.0001 per share | 6,651,292 | I | See Footnote(1)(2) |
| Common Stock, par value $0.0001 per share | 5,097,669 | I | See Footnote(1)(3) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 12.0% Series A Cumulative Convertible Preferred Stock | 03/16/2026 | (4) | Common Stock, par value $0.0001 per share | 105,344 | $12 | I | See Footnote(1)(2) |
| 12.0% Series A Cumulative Convertible Preferred Stock | 03/16/2026 | (4) | Common Stock, par value $0.0001 per share | 166,866 | $12 | I | See Footnote(1)(3) |
| Common Stock Purchase Warrants | 03/16/2026 | 03/16/2031 | Common Stock, par value $0.0001 per share | 108,702 | $12 | I | See Footnote(1)(2) |
| Common Stock Purchase Warrants | 03/16/2026 | 03/16/2031 | Common Stock, par value $0.0001 per share | 172,187 | $12 | I | See Footnote(1)(3) |
| Explanation of Responses: |
| 1. FR Capital Holdings, L.P., a Delaware limited partnership (the "Reporting Person"), is the investment manager of First Round Capital VI, L.P. ("FRCVI"), First Round Capital VI Partners Fund, L.P. ("FRCVI Partners"), First Round Capital VIII-F, L.P. ("FRCVIII-F"), and First Round Capital VIII-F Partners Fund, L.P. ("FRCVIII-F Partners"). The Reporting Person is, with respect to these holdings, managed by an investment committee comprised of three individuals. As a result, the Reporting Person may be deemed to have beneficial ownership of the securities reported herein. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 2. The securities are directly held by FRCVI, as nominee for itself and FRCVI Partners. |
| 3. The securities are directly held by FRCVIII-F, as nominee for itself and FRCVIII-F Partners. |
| 4. The 12.0% Series A Cumulative Convertible Preferred Stock is convertible at any time, at the holder's election, into shares of common stock, par value $0.0001 of the Issuer, at a conversion price of $12.00 per share, subject to adjustment, and has no expiration date. |
| /s/ Jeffrey Donnon, Chief Financial Officer of FR Capital Holdings, L.P. | 03/26/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||