Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Merlin, Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 590106100 |
| 1 | Names of Reporting Persons
Bleichroeder Sponsor 1 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,800,833.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited liability company
SCHEDULE 13G
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| CUSIP No. | 590106100 |
| 1 | Names of Reporting Persons
Andrew Gundlach | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,800,833.00 | ||||||||
| 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)
10.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 590106100 |
| 1 | Names of Reporting Persons
Michel Combes | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,800,833.00 | ||||||||
| 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)
10.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| 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:
Bleichroeder Sponsor 1 LLC (the "Sponsor"), Andrew Gundlach, and Michel Combes (collectively, the "Reporting Persons") are filing this Schedule 13G. The Reporting Persons previously filed a Schedule 13D on November 12, 2024 (the "Schedule 13D") with respect to the Class A ordinary shares of the Issuer (which was formerly known as Inflection Point Acquisition Corp. IV or "Inflection Point"). In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Merlin Labs, Inc., immediately prior to the domestication of the Issuer as Delaware corporation, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No. 333-280777). Immediately after such conversion, in connection with the domestication of Inflection Point as a Delaware corporation, each Class A ordinary share of Inflection Point converted into one share of the Issuer's common stock (the "Common Stock") on a one-for-one basis. In connection with the Closing of the Business Combination, the 425,000 rights held by the Sponsor, each entitling the holder to receive one-tenth (1/10) of one share upon the closing of the Issuer's initial business combination, converted into 42,500 shares of Common Stock as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No. 333-280777). Upon closing of the Business Combination, Andrew Gundlach resigned from his role as Executive Chairman of the board of directors of the Issuer. As the Reporting Persons no longer have representation on the board of directors of the Issuer and none of them currently has beneficial ownership of more than 20% of the Common Stock, as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and otherwise have not acquired the Common Stock of the Issuer reported herein with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect, the Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c) to amend the Schedule 13D with respect to their beneficial ownership and hereafter will comply with the reporting requirements applicable hereto. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each reporting person is 1345 Avenue of the Americas, Floor 47, New York, NY 10105 | |
| (c) | Citizenship:
The Sponsor is a Delaware limited liability company. Mr. Gundlach is a citizen of the United States. Mr. Combes is a citizen of France. | |
| (d) | Title of class of securities:
Common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the response to row 9 of the Cover Page for each Reporting Person. MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Mr. Combes, is the manager), as well as Mr. Gundlach, are the managing members of the Sponsor and hold voting and investment discretion with respect to the Common Stock held of record by the Sponsor. As such, each of Mr. Combes and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly. | |
| (b) | Percent of class:
See the response to row 11 of the Cover Page for each Reporting Person. MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Mr. Combes, is the manager), as well as Mr. Gundlach, are the managing members of the Sponsor and hold voting and investment discretion with respect to the Common Stock held of record by the Sponsor. As such, each of Mr. Combes and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the response to row 5 of the Cover Page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See the response to row 6 of the Cover Page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the Cover Page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the Cover Page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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Joint Filing Agreement, November 12, 2024, by and among the Reporting Persons. sec.gov/Archives/edgar/data/2028707/000121390024096093/ea022041701ex99-1_bleich1.htm |