Berger Stefan 4

What Happened

• Stefan Berger, Chief Investment Officer of Meridian3 Industrials Acquisition Corp (MIAC), acquired 396,875 Class B ordinary shares and 125,000 private-placement warrants via transfers from the company’s sponsor. The filing reports the Class B shares (derivative) at $0.01 for a reported value of $1,984 and the private-placement warrants at $1.00 each for $125,000 (total reported value $126,984).
• These were not open-market purchases or sales but transfers from Meridian3 Partners Sponsor LLC pursuant to securities and warrant assignment agreements executed in connection with the issuer’s IPO.

Key Details

• Transaction date: 2026-07-06; Form filed: 2026-07-07 (timely).
• Reported transactions:
  • 396,875 Class B Ordinary Shares (derivative) at $0.01; reported value $1,984. (Transaction code J — other acquisition/disposition.)
  • 125,000 Private Placement Warrants at $1.00 each; reported value $125,000. (Transaction code J.)
• Shares/warrants owned after transaction: not specified in the filing.
• Notable footnotes:
  • Class B shares convert into Class A shares on a one-for-one basis at holder’s option and will automatically convert at the issuer’s initial business combination (F1, F2).
  • Each Private Placement Warrant allows purchase of one Class A share at $11.50 (subject to adjustment), becomes exercisable 30 days after a business combination, and expires five years after such combination (F3).
  • The Sponsor originally bought the private placement warrants at $1.00 and transferred them to Berger at that price (F4); the Sponsor transferred the Class B shares to Berger for $0.005 per share per the assignment agreement (F2).

Context

• These are derivative/security transfers from the sponsor, not open-market buys — common in SPAC structures as sponsor economics are allocated among team members. Class B shares are simply convertible into the public Class A shares (1-for-1) and private-placement warrants will only have economic value if a business combination occurs and the holder chooses to exercise them.
• Filing appears timely (no late-report indication). The transactions reflect internal sponsor allocations rather than a public market signal.