Sec Form 3 Filing - Quiet Capital Management, LLC @ Merlin, Inc. - 2026-03-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Quiet Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol
Merlin, Inc. [ MRLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
548 MARKET STREET, PMB 72966
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2026
(Street)
SAN FRANCISCO, CA94104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12,896,007 ( 1 ) I See footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
12.0% Series A Cumulative Convertible Preferred Stock $ 6.67 ( 3 ) 03/16/2026 ( 3 ) Common Stock 464,534 ( 4 ) I See footnote ( 2 )
Series A Warrants $ 6.67 ( 6 ) 03/16/2026 03/16/2031 Common Stock 479,343 ( 5 ) I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Quiet Capital Management, LLC
548 MARKET STREET, PMB 72966
SAN FRANCISCO, CA94104
X
Signatures
Quiet Capital Management, LLC, By: /s/ Kabir Masson, Name: Kabir Masson, Title: General Counsel 05/08/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are directly held as follows: 495,590 shares of Common Stock by Quiet ML, L.P. ("Quiet ML"), 3,497,280 shares of Common Stock by Quiet Venture I, LP ("Quiet V1") and 8,903,137 shares of Common Stock by Quiet Venture II, L.P. ("Quiet V2," and together with Quiet ML and Quiet V1, the "Quiet Direct Holders").
( 2 )Each of the Quiet Direct Holders is managed by Quiet Capital Management, LLC, whose investment committee exercises voting and investment discretion of, and therefore may be deemed to beneficially own, the reported securities, but disclaims such beneficial ownership except to the extent of the reporting person's pecuniary interest therein.
( 3 )Each share of 12.0% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock"), is convertible into Common Stock at any time at the option of the holder at a conversion price of $6.67, subject to adjustments. In connection with a PIPE transaction effected by the Issuer on May 1, 2026 (the "PIPE Transaction"), the conversion price, which originally was $12, was automatically adjusted pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock in effect on the original date of acquisition of the Series A Preferred Stock. The Series A Preferred Stock has no expiration date.
( 4 )The reported securities are directly held as follows: 47,676 shares of Series A Preferred Stock by Quiet ML, 35,450 shares of Series A Preferred Stock by Quiet V1 and 381,408 shares of Series A Preferred Stock by Quiet V2.
( 5 )The reported securities are directly held as follows: 49,195 Series A Warrants by Quiet ML, 36,579 Series A Warrants by Quiet V1 and 393,569 Series A Warrants by Quiet V2.
( 6 )In connection with the PIPE Transaction, the exercise price, which originally was $12, was automatically adjusted pursuant to the terms of the Series A Warrants in effect on the original date of acquisition of the Series A Warrants.

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