FOSTER JEFFREY H 4
4 · Meridian3 Industrials Acquisition Corp · Filed Jul 7, 2026
Research Summary
AI-generated summary of this filing
Meridian3 (MIAC) CFO Jeffrey Foster Acquires Class B Shares & Warrants
What Happened
- Jeffrey H. Foster, Chief Financial Officer of Meridian3 Industrials Acquisition Corp (MIAC), acquired 396,875 Class B ordinary shares and 125,000 Private Placement Warrants on July 6, 2026. The filing reports the Class B shares at $0.01 (total $1,984) and the warrants at $1.00 each (total $125,000). These were reported as "other acquisition or disposition (J)" transactions and are derivative-related transfers from the Sponsor.
Key Details
- Transaction date: 2026-07-06 (reported on Form 4 filed 2026-07-07).
- Shares/warrants and reported consideration:
- 396,875 Class B Shares @ $0.01 (reported total $1,984) — Class B shares are convertible 1:1 into Class A shares (no expiration).
- 125,000 Private Placement Warrants @ $1.00 (total $125,000) — each warrant to purchase one Class A share at $11.50 (adjustable); exercisable 30 days after a business combination; expire 5 years after combination.
- Holdings after transaction: Beneficially holds 396,875 Class B Shares and 125,000 warrants through the Foster Family Revocable Living Trust, plus 25,000 Class B Shares reported previously in his name (total beneficial Class B exposure = 421,875 shares).
- Source/footnotes: Transfers came from Meridian3 Partners Sponsor LLC per securities assignment/warrant assignment agreements; sponsor originally purchased the warrants at $1.00 and transferred them at that price.
- Filing timeliness: Reported promptly (transaction 7/6/2026; Form 4 filed 7/7/2026). Transaction code J = other acquisition/disposition (derivative transfer).
Context
- These were not open-market purchases but transfers from the SPAC sponsor at or near the sponsor's original private-placement pricing — a common step following an IPO for SPAC sponsors and related parties.
- The Class B shares are convertible into Class A shares one-for-one (convert on holder election or upon the company’s business combination). The private-placement warrants give the holder the right to buy Class A shares at $11.50 after a business combination and carry a multi-year exercisability window.
Insider Transaction Report
Form 4
FOSTER JEFFREY H
Chief Financial Officer
Transactions
- Other
Class B Ordinary Shares
[F1][F2][F5]2026-07-06$0.01/sh+396,875$1,984→ 396,875 total(indirect: By Trust)→ Class A Ordinary Shares, par value $0.0001 per share (396,875 underlying) - Other
Private Placement Warrants (Right to Buy)
[F3][F4][F5]2026-07-06$1.00/sh+125,000$125,000→ 125,000 total(indirect: By Trust)Exercise: $11.50→ Class A Ordinary Shares, par value $0.0001 per share (125,000 underlying)
Footnotes (5)
- [F1]The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.
- [F2]Pursuant to a securities assignment agreement between the Reporting Person and Meridian3 Partners Sponsor LLC (the "Sponsor"), upon the closing of the Issuer's initial public offering (the "IPO"), the Sponsor transferred 396,875 Class B Shares to the Reporting Person for a purchase price of $0.005 per share.
- [F3]Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants to the Reporting Person.
- [F4]The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.
- [F5]The Reporting Person beneficially holds 396,875 Class B Shares and 125,000 Private Placement Warrants through a trust, the Foster Family Revocable Living Trust, and 25,000 Class B Shares previously reported on Form 3 directly in their own name.
Signature
/s/ Foster Jeffrey H|2026-07-07