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Meridian3 Industrials Acquisition Corp·4

Jul 7, 2:35 PM ET

FOSTER JEFFREY H 4

Research Summary

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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.