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As filed with the U.S. Securities and Exchange Commission on April 15, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

~~_________________________~~______________________________________________

FORM S-~~1REGISTRATION~~1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933

~~_________________________~~______________________________________________

~~Bleichroeder~~ ~~Acquisition~~MERLIN, ~~Corp~~INC. ~~I(Exact~~ ~~name of registrant as specified in its charter)~~

~~_________________________~~(Exact name of registrant as specified in its charter)

Cayman Islands		6770		98-1797826
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

______________________________________________

Chief Executive Officer1345 Avenue of the Americas, Fl 47New York, NY 10105212-984-3835(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Delaware		3728-09		98-1797826
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

~~_________________________~~129 South StreetBoston, MA 02111(617) 226-9968(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Andrew GundlachChief Executive Officer1345 Avenue of the Americas, Fl 47New York, NY 10105212-984-3835(Name, address, including zip code, and telephone number, including area code, of agent for service)______________________________________________

~~_________________________~~Ryan CarrithersChief Financial Officer129 South StreetBoston, MA 02111(617) 226-9968

(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________________________________

Copies to:

~~Douglas~~Stephen SW. ~~Ellenoff~~Ranere ~~Stuart~~Nick Neuhauser Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 (212) 370-1300 Bradley Kruger Ogier (Cayman) LLP 89 Nexus Way, Camana Bay, Grand Cayman Cayman Islands KY1-9009 (345) 949-9876 Gregg AS. ~~Noel~~Dhesi ~~Brian~~John DJ. ~~Paulson~~Slater ~~Skadden,~~Latham ~~Arps, Slate, Meagher~~ & ~~Flom~~Watkins LLP ~~525~~200 ~~University~~Clarendon ~~Avenue~~Street ~~Palo Alto~~Boston, ~~California~~MA ~~94301~~02116 (~~650~~617) ~~470~~948-~~4500~~6000

~~_________________________~~______________________________________________

Approximate date of commencement of proposed sale to the public: AsFrom ~~soon~~time asto ~~practicable~~time after ~~the effective date of~~ this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box~~. ☐~~: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. : ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. : ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. : ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. : ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.______________________________________________

Rule 429 Statement

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration Statement on Form S-1 (referred to herein as the Registration Statement) will be used as a combined prospectus in connection with this Registration Statement and the registrant’s Registration Statement on Form S-4 (File No. 333-292719), that was originally declared effective by the Securities and Exchange Commission on February 12, 2026 (as amended, the “Prior Registration Statement”). Accordingly, this Registration Statement also constitutes Post-Effective Amendment No. 1 on Form S-4 to the Prior Registration Statement. Such Post-Effective Amendment will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

______________________________________________

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. WeThese securities may not ~~sell~~be ~~these~~sold ~~securities~~ until the registration statement filed with the U.S. Securities and Exchange Commission is effective. ~~This~~The preliminary prospectus is not an offer to sell these securities and itdoes is not ~~soliciting~~constitute anthe ~~offer~~solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~PRELIMINARY PROSPECTUS~~ SUBJECT TO COMPLETION, DATED ~~JULY 12~~APRIL 15, ~~2024~~2026

~~$250~~MERLIN,~~000,000~~ INC.

~~Bleichroeder~~Primary ~~Acquisition~~Offering ~~Corp. I~~of66,813,783 SHARES OF COMMON STOCK

25Secondary Offering of157,~~000~~700,~~000 Units~~431 SHARES OF COMMON STOCK

~~Bleichroeder Acquisition Corp. I is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger~~736,744 ~~amalgamation,~~SHARES ~~share~~OF ~~exchange,~~SERIES ~~asset~~A ~~acquisition,~~PREFERRED share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry.STOCK

~~This~~760,232 isSERIES ~~an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class~~ A ~~ordinary~~PREFERRED ~~share~~INVESTOR and one-quarter of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to an additional 3,750,000 units to cover over-allotments, if any.WARRANTS

WeThis ~~will~~prospectus ~~provide~~relates ~~our~~to ~~public~~the ~~shareholders~~offer ~~with~~and ~~the~~sale ~~opportunity~~by toMerlin, ~~redeem~~Inc. (“us,” ~~regardless~~“we,” “New Merlin” or the “Company”) of ~~whether~~(i) ~~they~~up ~~abstain~~to 35,112,293 ~~vote~~shares ~~for~~of common stock, orpar ~~vote~~value ~~against,~~$0.0001 ~~our~~per ~~initial~~share ~~business~~(the ~~combination,~~“Common ~~all~~Stock”) orissuable aupon ~~portion~~conversion of ~~their~~10,244,861 ~~Class~~ shares of 12.0% Series A ~~ordinary~~Cumulative ~~shares~~Convertible ~~that~~Preferred ~~are~~Stock, ~~sold~~par asvalue ~~part~~$0.0001 per share, of the ~~units~~Company in(the “Series A Preferred Stock”) (assuming, solely for this ~~offering~~purpose, ~~which~~a we$5.00 ~~refer~~conversion toprice ~~collectively~~and astaking ~~our~~into ~~public~~account ~~shares~~accrued interest through April 3, 2029), (ii) up to 24,248,102 shares of Common Stock that are issuable by us upon the ~~completion~~exercise of ~~our~~certain ~~initial~~common ~~business~~stock ~~combination~~purchase atwarrants a(the ~~per-share~~“Series ~~price~~A Warrants”) (assuming, ~~payable~~solely infor ~~cash~~this purpose, ~~equal~~a to$5.00 ~~the~~exercise ~~aggregate~~price), which amount ~~then~~represents ona ~~deposit~~good-faith inestimate of the ~~trust~~maximum ~~account~~amount ~~described~~of ~~below~~shares as of ~~two business days~~Common ~~prior~~Stock tothat ~~the~~may ~~consummation~~become issuable upon exercise of ~~our~~such ~~initial~~Series ~~business~~A ~~combination~~Warrants, ~~including~~(iii) ~~interest~~75,000 ~~earned~~shares onof ~~the~~Common ~~funds~~Stock ~~held~~issuable into ~~the~~Cohen ~~trust~~& ~~account~~Company ~~(net~~Securities, ofLLC ~~amounts~~(“CCS”) ~~withdrawn~~pursuant to ~~fund~~that ~~our~~certain ~~working~~engagement ~~capital~~letter ~~requirements,~~by ~~subject~~and tobetween anCohen ~~annual~~& ~~limit~~Company ofCapital 0Markets and Merlin Labs, Inc.5%, ofa ~~the~~Delaware ~~amount~~corporation ~~raised~~(referred into ~~this~~herein ~~offering~~prior to the Business Combination, as ~~described~~“Legacy ~~elsewhere~~Merlin” inand ~~this~~subsequent ~~prospectus~~to (the Business Combination, as “~~permitted~~Merlin ~~withdrawals~~Labs”)) dated as of March 10, ~~divided~~2026 by(such engagement letter and letter agreement, collectively, the ~~number~~“CCS ofArrangements”), ~~then-outstanding~~(iv) ~~public~~25,000 shares, ~~subject~~of toCommon ~~the~~Stock ~~limitations~~issuable ~~and~~to onOutside ~~the~~The ~~conditions~~Box ~~described~~Capital ~~herein~~Inc. ~~See~~ (“~~Summary — The~~OTB”) ~~Offering — Limitation~~pursuant onto ~~redemption~~Legacy ~~rights~~Merlin’s ofengagement ~~shareholders~~letter ~~holding~~with ~~15%~~OTB, ordated ~~more~~as of ~~the~~March ~~shares~~6, ~~sold~~2026 in(such ~~this~~engagement ~~offering~~letter ifand weletter ~~hold~~agreement, ~~shareholder~~collectively, ~~vote~~the “OTB Arrangements”), ~~for~~by ~~further~~and ~~discussion~~between onLegacy ~~certain~~Merlin ~~limitations~~and onOTB ~~redemption~~and ~~rights~~(v) 7,353,388 shares of Common Stock issuable upon the exercise of options to purchase Common Stock.

~~Our~~This ~~sponsor,~~prospectus ~~Bleichroeder~~also ~~Sponsor~~relates ~~1 LLC, has committed~~ to ~~purchase an aggregate of 2,000,000 warrants (including if~~ the ~~underwriter’s~~offer ~~over-allotment~~and ~~option is exercised)~~resale, ~~each~~from ~~exercisable~~time to ~~purchase one Class A ordinary share at $11.50 per share~~time, atby athe ~~price~~selling ofsecurityholders ~~$1.00~~(including ~~per~~their ~~warrant~~transferees, ~~or $2~~donees,~~000,000~~ inpledgees ~~the~~and ~~aggregate~~other ~~(including if the underwriter’s over~~successors-~~allotment option is exercised~~in-interest), named in athis ~~private~~prospectus ~~placement that will close simultaneously with~~ (the ~~closing~~“Selling Securityholders”) of ~~this~~up ~~offering.~~to:

~~Our sponsor currently owns an aggregate of 7~~(i) 157,~~187~~700,~~500~~431 ~~Class B ordinary~~ shares, ~~up to 937,500~~ of ~~which~~Common ~~will~~Stock ~~be surrendered to us for no consideration after the closing~~ of ~~this offering depending on~~ the ~~extent~~Company toheld ~~which~~by ~~the underwriter’s over-allotment option is exercised, which will automatically convert into Class A ordinary shares concurrently with~~ or ~~immediately~~issuable ~~following the consummation of our initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject~~ to ~~the~~certain ~~adjustments described herein. Prior to the closing of our initial business combination, only~~ holders ofentitled ~~our Class B ordinary shares (i) will have the right~~ to ~~appoint~~resale ~~and~~registration ~~remove~~rights ~~directors~~pursuant ~~prior~~ to ~~or in connection with~~ the ~~completion~~Amended ~~of our initial business combination~~ and ~~(ii) will~~Restated beRegistration ~~entitled~~Rights ~~to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents~~Agreement, indated ~~each case,~~ as ~~a result~~ of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combinationMarch 16, ~~holders~~2026 of (the ~~Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. See~~ “~~Summary — The~~Registration ~~Offering — Founder~~Rights ~~Shares~~Agreement”,) ~~“Summary — The~~or ~~Offering — Transfer~~other ~~Restrictions on Founder Shares”~~agreements, ~~“Summary — The~~ including:

(a) 8,800,833 shares of Common Stock held by Bleichroeder Sponsor 1 LLC (the “Sponsor”) consisting of (i) 8,333,333 shares of Common Stock received upon conversion of 8,333,333 Class B ordinary shares of Inflection Point Acquisition Corp. IV (the Cayman Islands exempted company formerly known as Bleichroeder Acquisition Corp. I, “Inflection Point”) which were initially acquired for an aggregate of $25,000 or approximately $0.004 per share, (ii) 425,000 shares of Common Stock received upon conversion of 425,000 Class A ordinary shares of Inflection Point and (iii) 42,500 shares of Common Stock received in exchange for 425,000 private placement units of Inflection Point (the “Private Placement Units”) as a result of the Domestication (as defined below);

(b) up to 35,112,293 shares of Common Stock issuable to certain Selling Securityholders upon conversion of 10,244,861 shares of Series A Preferred Stock issued as consideration in the Merger (as defined herein) to the holders of Pre-Funded Convertible Notes (as defined herein) (assuming, solely for this purpose, a $5.00 conversion price and taking into account accrued interest through April 3, 2029), which amount represents a good-faith estimate of the maximum amount of shares of Common Stock that may become issuable upon conversion of such shares of Series A Preferred Stock;

Table of Contents

~~Offering — Founder~~(c) up ~~Shares~~to ~~Conversion~~24,248,102 ~~and~~shares ~~Anti-Dilution~~of ~~Rights”~~Common ~~and~~Stock ~~“Summary — The~~issuable ~~Offering — Appointment~~to ~~and~~certain ~~Removal~~Selling upon the exercise of ~~Directors~~Series A ~~and~~Warrants ~~Continuing~~issued as consideration in the ~~Company~~Merger ~~Outside~~to the holders of ~~the~~Pre-Funded ~~Cayman~~Warrants ~~Islands;~~(as ~~Voting~~defined ~~Rights”~~herein) (assuming, solely for ~~further~~this ~~discussion~~purpose, ona ~~our~~$5.00 ~~sponsor’s~~exercise ~~and~~price), ~~our~~which ~~affiliates’~~amount ~~securities~~represents ~~and~~a ~~compensation.~~good-faith estimate of the maximum amount of shares of Common Stock that may become issuable upon exercise of such Series A Warrants;

~~As more fully discussed in “Management — Conflicts of Interest,” each of our officers and directors and our Co-Founders~~ (~~as defined below~~d) up ~~presently~~to ~~has~~39,313,276 ~~and~~shares ~~any~~ of ~~them~~Common inStock ~~the~~issuable ~~future may have additional, fiduciary, contractual or other obligations or duties~~ to ~~one~~certain orSelling ~~more~~Securityholders ~~other~~upon ~~entities~~conversion ~~pursuant~~of ~~to which such officer or director is or will be required to present a business combination opportunity to such entities. The low price that our sponsor~~11, ~~Co-Founders~~470,590 ~~executive officers and directors (directly or indirectly) paid for the founder~~ shares ~~creates~~of anSeries A ~~incentive~~Preferred ~~whereby~~Stock ~~our~~purchased ~~Co-Founders,~~by officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 24 months from the ~~closing~~PIPE ofInvestors ~~this offering~~ (oras ~~27 months~~defined ~~from~~below), ~~the closing of this offering if we have executed a letter of intent~~(assuming, ~~agreement~~solely ~~in principle or definitive agreement~~ for ~~an initial business combination within 24 months from the closing of~~ this ~~offering)~~purpose, ora by$5.00 ~~such~~conversion ~~earlier~~price ~~liquidation date as our board of directors may approve, the founder shares~~ and ~~private~~taking ~~placement~~into ~~warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust~~ account, ~~which~~accrued ~~could~~interest ~~create~~through anApril ~~incentive for our sponsor~~3, ~~Co-Founders~~2029), ~~executive~~which ~~officers~~amount ~~and~~represents ~~directors to complete~~ a ~~transaction~~good-faith ~~even~~estimate ifof wethe ~~select~~maximum anamount ~~acquisition~~of ~~target~~shares ~~that subsequently declines in value and is unprofitable for public shareholders. Further, each~~ of ~~our~~Common ~~Co-Founders,~~Stock ~~officers~~that ~~and directors~~ may ~~have~~become aissuable ~~conflict~~upon ofconversion ~~interest with respect to evaluating a particular business combination if the retention or resignation~~ of ~~any~~ such ~~officers~~shares ~~and~~of ~~directors~~Series A ~~was~~Preferred ~~included by a target business as a condition to any agreement with respect to our initial business combination.~~Stock;

~~We have until the date that is 24 months from the closing of this offering~~ (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offeringe) up ~~or until such earlier liquidation date as our board of directors may approve,~~ to ~~consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or 27-month period~~26, ~~as applicable)~~529,418 weshares ~~may~~of ~~seek~~Common ~~shareholder~~Stock ~~approval~~issuable to ~~amend~~certain ~~our~~Selling ~~amended~~Securityholders ~~and~~upon ~~restated~~exercise ~~memorandum and articles~~ of ~~association~~certain toSeries A ~~extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension~~Warrants, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (~~net of permitted withdrawals)~~assuming, ~~divided~~solely byfor ~~the~~this ~~number of then issued and outstanding public shares~~purpose, ~~subject~~a ~~to applicable law~~$5.00 Ifexercise ~~we are unable to complete our initial business combination within 24 months from the closing of this offering (or 27 months, as applicable~~price), orwhich byamount ~~such~~represents ~~earlier~~a ~~liquidation~~good-faith ~~date~~estimate ~~as our board~~ of ~~directors may approve, we will redeem 100% of~~ the ~~public~~maximum ~~shares at a per share price, payable in cash, equal to the aggregate~~ amount ~~then on deposit in the trust account, including interest earned thereon (net~~ of ~~permitted~~shares ~~withdrawals and up to $100,000~~ of ~~interest~~Common ~~income~~Stock tothat ~~pay~~may ~~dissolution~~become ~~expenses),~~issuable ~~divided~~upon byexercise ~~the number~~ of ~~then~~such ~~issued~~Series A ~~and outstanding public shares, subject to applicable law and certain conditions as further described herein.~~Warrants;

~~Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on The Nasdaq Global Market~~ (~~“Nasdaq”~~f) 23, ~~under the symbol “BACQU~~696,~~” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class~~509 ~~A ordinary~~ shares ~~and warrants comprising the units to begin separate trading on the 52nd day following the date~~ of ~~this~~Common ~~prospectus~~Stock ~~unless~~issued ~~Santander~~as USconsideration ~~Capital~~in ~~Markets LLC,~~ the ~~underwriter,~~Merger ~~informs us of its decision~~ to ~~allow~~certain ~~earlier separate trading, subject to our satisfaction~~ of ~~certain conditions as described further herein. Once~~ the ~~securities~~holders ~~comprising~~of ~~the~~Pre-Funded ~~units~~Convertible ~~begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “BACQ” and “BACQW”, respectively.~~Notes;

We(ii) up ~~are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject~~ to ~~reduced~~736,744 ~~public~~shares ~~company reporting requirements. Investing in our securities involves a high degree~~ of ~~risk.~~Series A ~~See~~Preferred ~~“Risk~~Stock ~~Factors”~~held ~~beginning~~by oncertain ~~page~~Selling 36Securityholders; for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.and

~~Neither~~(iii) up ~~the~~to ~~U.S.~~760,232 Series ~~Securities~~A ~~and~~Warrants ~~Exchange~~held ~~Commission~~by ~~nor~~certain ~~any~~Selling ~~state~~Securityholders ~~securities~~(such ~~commission has approved or disapproved of these~~ securities ordescribed ~~determined~~in ifclauses ~~this~~(i) through ~~prospectus~~(iii) collectively, ~~is truthful or complete. Any representation to~~ the ~~contrary~~“Resale ~~is a criminal offense~~Securities”).

We are registering the offer and sale and/or resale of these securities to satisfy certain registration obligations we have and certain registration rights we have granted. The Selling Securityholders may offer all or part of the Resale Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Resale Securities are being registered to permit the Selling Securityholders to sell Resale Securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell the Resale Securities through ordinary brokerage transactions, in underwritten offerings, directly to market makers of our securities or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of Resale Securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act, or the Exchange Act. We are registering the Resale Securities for resale by the Selling Securityholders, or their donees, pledgees, transferees, distributees or other successors-in-interest selling our Common Stock, Series A Preferred Stock or Series A Warrants or interests in our Common Stock, Series A Preferred Stock or Series A Warrants received after the date of this prospectus from the Selling Securityholders as a gift, pledge, partnership distribution or other transfer.

Certain Resale Securities held by the Selling Securityholders party to the Registration Rights Agreement are subject to lock-up restrictions that prohibit them from selling such securities at this time, subject to certain exceptions. See the section of this prospectus entitled “Description of Capital Stock.”

Some of the shares of Common Stock being registered for resale were acquired by the Selling Securityholders for prices considerably below the current market price of the shares of Common Stock. Certain Selling Securityholders may have an incentive to sell because they have purchased their Common Stock at effective prices significantly lower than our public investors or the current trading price of the Common Stock and may profit significantly so even under circumstances in which our public securityholders or certain other Selling Securityholders would experience losses in connection with their investment. For additional information, see “Risk Factors — Sales of a substantial number of our securities in the public market by the selling securityholders and/or by our existing securityholders could cause the price of our shares of Common Stock to fall.”

The shares of Common Stock being offered for resale by the Selling Securityholders pursuant to this prospectus represent approximately 65.1% of our total issued and outstanding Common Stock on a fully diluted basis (assuming and after giving effect to the issuance of 74,425,569 shares of Common Stock issuable upon conversion of the outstanding shares of Series A Preferred Stock taking into account for this purpose, accrued payment-in-kind dividends

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Nothrough ~~offer~~April or3, ~~invitation~~2029 and solely for this purpose a conversion price of such Series A Preferred Stock of $5.00, ~~whether~~and ~~directly~~50,777,520 orshares ~~indirectly~~of Common Stock issuable upon the exercise of all outstanding Series A Warrants, and that the exercise price of such Series A Warrants is $5.00 per share). Upon expiration of the contractual lock-up restrictions mentioned above and described in the section entitled “Certain Relationships and Related Person Transactions,” the Selling Securityholders will be able to sell all of their Resale Securities registered for resale hereunder for so long as this registration statement of which this prospectus forms a part is available for use. Given the substantial number of Resale Securities being registered for potential resale by the Selling Securityholders pursuant to the registration statement of which this prospectus forms a part, the sale of such Resale Securities by the Selling Securityholders, or the perception in the market that the Selling Securityholders may beor ~~made~~intend to sell all or a significant portion of such Resale Securities, could increase the ~~public~~volatility of the market price of our Common Stock or result in a significant decline in the ~~Cayman~~public ~~Islands~~trading price of our Common Stock. The Selling Securityholders acquired, or have the option to ~~subscribe~~acquire, ~~for~~the ~~any~~Common Stock covered by this prospectus at prices ranging from less than $0.01 per share to $5.00 per share. By comparison, the offering price to public stockholders in Inflection Point’s IPO was $10.00 per unit, each of ~~our~~which ~~securities~~consisted of one Class A Ordinary Share and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination. Consequently, certain Selling Securityholders may realize a positive rate of return on the sale of their Resale Securities covered by this prospectus even if the market price of Common Stock is below the $10.00 per unit price offered in the Inflection Point IPO and public stockholders may experience a negative rate of return on their investment.

	Per Unit		Total
Public offering price(1)	$	10.00	$	250,000,000
Underwriting discounts and commissions	$	0.575	$	14,375,000
Proceeds, before expenses, to us	$	9.425	$	235,625,000

We will not receive any proceeds from the sale of the Resale Securities by the Selling Securityholders. We will receive the proceeds upon exercise of the Series A Warrants to the extent such Series A Warrants are exercised for cash. Assuming the exercise of all outstanding Series A Warrants for cash, we would receive aggregate proceeds of approximately $253.9 million. However, we will only receive such proceeds if all Series A Warrant holders fully exercise their Series A Warrants for cash. The current exercise price of the Series A Warrants is $12.00 per share. We believe that the likelihood that holders determine to exercise their Series A Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. If the market price for our Common Stock is less than the exercise price of the Warrants or Series A Warrants (on a per share basis), we believe that holders will be very unlikely to exercise any of their Series A Warrants, and accordingly, we will not receive any such proceeds. There is no assurance that the Series A Warrants will be or will remain “in the money” prior to their expiration or that the holders will exercise their Preferred Investors Warrants. Holders of Series A Warrants have the option to exercise their Series A Warrants on a cashless basis in accordance with the terms of the Series A Warrants (as applicable). To the extent that any Series A Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of such Series A Warrants will decrease.

~~____________~~We will bear all costs, expenses, and fees in connection with the registration of the shares of Common Stock, Series A Preferred Stock and Series A Warrants. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Common Stock, Series A Preferred Stock and Series A Warrants.

~~(1) Includes~~Our ~~$0.10~~shares ~~per~~of ~~unit~~Common ~~(including~~Stock ~~any~~are ~~units~~listed ~~sold~~on ~~pursuant to~~ the ~~underwriter’s~~Nasdaq ~~option~~Stock toMarket ~~purchase~~LLC ~~additional units~~(“Nasdaq”), orunder ~~$2,500,000 in~~ the ~~aggregate~~symbol ~~(or up to $2,875,000 in the aggregate if the underwriter’s option to purchase additional units is exercised)~~“MRLN”. OfOn ~~this amount~~April 13, $12026,~~250,000~~ ~~shall be payable to Santander US Capital Markets LLC upon~~ the closing ofprice this offering and $1,250,000 (or up to $1,625,000 in the event to underwriter’s overallotment option is exercised in full) shall be payable to Santander US Capital Markets LLC from permitted withdrawals of interest earned on the amounts held in the trust account as follows: 50% on the 12-month anniversary of this offering, 25% on the 18-month anniversary of this offering, and 25% on the 24-month anniversary of this offering. Any amounts not paid hereunder from permitted withdrawals shall be accelerated and paid upon consummation of our ~~initial~~Common ~~business~~Stock ~~combination.~~was ~~Also includes~~ $010.~~475~~87 per unit on all units sold ($11,875,000 in the aggregate or up to $13,656,250 in the aggregate if the underwriter’s over-allotment option is exercised in full) payable to Santander US Capital Markets LLC for deferred underwriting commissions to be deposited into a trust account located in the United States and released to Santander US Capital Markets LLC or its own account only upon the completion of an initial business combinationshare. ~~See also “Underwriting” for a description of compensation and other items of value payable to the underwriter.~~

OfWe ~~the~~are ~~proceeds~~an we“emerging ~~receive~~growth ~~from~~company” ~~this~~and ~~offering~~a ~~and~~“smaller ~~the~~reporting ~~sale~~company” ofunder the ~~private~~federal ~~placement~~securities ~~warrants~~laws ~~described~~and inwill ~~this~~be ~~prospectus,~~subject ~~$250.0 million,~~to orreduced ~~$287.5 million~~disclosure ifand ~~the~~public ~~underwriter’s~~reporting ~~overallotment option is exercised in full ($10~~requirements.00 ~~per~~See ~~unit~~“Summary — Implications inof ~~either~~Being ~~case),~~an ~~will~~Emerging beGrowth ~~placed~~Company ~~into~~and a ~~U.S.-based~~Smaller ~~trust~~Reporting ~~account with Continental Stock Transfer & Trust~~ Company ~~acting as trustee~~.”

~~Because~~Investing ~~our~~in ~~sponsor acquired the founder~~ shares atof ~~a nominal price,~~ our ~~public~~securities ~~shareholders~~involves ~~will~~risks ~~incur~~that anare ~~immediate~~described ~~and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included~~ in the ~~units. See the section titled~~ “Risk Factors ~~— Risks~~” ~~Relating~~section tobeginning ~~our~~on ~~Securities~~page ~~— The~~11 ~~nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value~~ of ~~your~~this public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially declineprospectus.”

~~The~~Neither ~~following table illustrates~~ the ~~difference~~U.S. Securities ~~between~~and ~~the~~Exchange ~~public~~Commission ~~offering~~nor ~~price~~any ~~per~~state ~~unit~~securities ~~and~~commission ~~our~~has ~~net~~approved ~~tangible~~or ~~book~~disapproved ~~value~~of ~~per~~the ~~share~~securities ~~(“NTBV”), as adjusted~~ to ~~give~~be ~~effect~~issued tounder this ~~offering~~prospectus ~~and~~or ~~assuming~~determined ~~the~~if ~~redemption~~this ofprospectus ~~our~~is ~~public~~truthful ~~shares~~or atcomplete. ~~varying~~Any ~~levels~~representation ~~and~~to the ~~exercise~~contrary inis ~~full~~a ~~and~~criminal ~~no exercise of the over-allotment option~~offense. ~~See the section titled “Dilution” for more information.~~

As of June 30, 2024
Offering Price of $10.00 per Unit		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV			Difference between NTBV and Offering Price
	Assuming Full Exercise of Over-Allotment Option
$	7.57	$	6.97	$	3.03	$	5.96	$	4.04	$	3.94	$	6.06	$	(2.13	)	$	12.13
	Assuming No Exercise of Over-Allotment Option
$	7.56	$	6.95	$	3.05	$	5.93	$	4.07	$	3.90	$	6.10	$	(2.21	)	$	12.21

The date of this prospectus is , 2026.

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~~Our~~TABLE ~~sponsor,~~OF Co-Founders and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our Co-Founders, officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such Co-Founder, officer or director is or will be required to present a business combination opportunity to such entities. See the sections titled “Proposed Business — Sourcing of Potential Business Combination Targets” and “Management — Conflicts of Interest” for more information.CONTENTS

The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about [•], 2024.

		Page
ABOUT THIS PROSPECTUS		ii
FREQUENTLY USED TERMS AND BASIS OF PRESENTATION		iii
MARKET AND INDUSTRY DATA		vi
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		vii
SUMMARY		1
THE OFFERING		8
RISK FACTORS		11
USE OF PROCEEDS		34
DIVIDEND POLICY		35
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION		36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		49
BUSINESS		63
MANAGEMENT		71
EXECUTIVE AND DIRECTOR COMPENSATION		78
BENEFICIAL OWNERSHIP OF SECURITIES		84
SELLING SECURITYHOLDERS		86
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		91
DESCRIPTION OF CAPITAL STOCK		95
SHARES ELIGIBLE FOR FUTURE SALE		100
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK		102
PLAN OF DISTRIBUTION		106
LEGAL MATTERS		109
EXPERTS		109
WHERE YOU CAN FIND MORE INFORMATION		109
INDEX TO FINANCIAL STATEMENTS		F-1

~~_________________________~~You should rely only on the information contained in this prospectus or any amendment or supplement to this prospectus. This prospectus is an offer to sell only the securities offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. Neither we nor the selling securityholders have authorized anyone to provide you with information different from that contained in this prospectus or any amendment or supplement to this prospectus. Neither we nor the selling securityholders take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus or any amendment or supplement to this prospectus. The information in this prospectus or any amendment or supplement to this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or any amendment or supplement to this prospectus, as applicable, or any sale of the securities offered by this prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

~~Sole~~For ~~Book-Running~~Investors ~~Manager~~Outside the United States: We and the selling securityholders are offering to sell, and seeking offers to buy, the securities offered by this prospectus only in jurisdictions where offers and sales are permitted. Neither we nor the selling securityholders have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities offered by this prospectus and the distribution of this prospectus outside the United States.

~~Santander~~i

, 2024

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using the “shelf” registration process. Under the shelf registration process, the selling securityholders may, from time to time, sell the securities offered by them described in this prospectus through any means described in the section titled “Plan of Distribution.” More specific terms of any securities that the selling securityholders and their permitted transferees offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. This prospectus also relates to the issuance by us of shares of Common Stock from time to time upon the occurrence of the events described in this prospectus.

We may also provide a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part together with the additional information to which we refer you in the sections of this prospectus titled “Where You Can Find More Information.”

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

Table of Contents

		Page
The Offering		13
Summary Financial Data		33
Risks		34
Risk Factors		36
Cautionary Note Regarding Forward-Looking Statements		81
Use of Proceeds		82
Dividend Policy		85
Dilution		86
Capitalization		89
Management’s Discussion and Analysis of Financial Condition and Results of Operations		90
Proposed Business		96
Effecting our Initial Business Combination		107
Management		126
Principal Shareholders		135
Certain Relationships and Related Party Transactions		138
Description of Securities		141
Taxation		162
Underwriting		176
Legal Matters		184
Experts		184
Where You Can Find Additional Information		184
Index to Financial Statements		F-1

FREQUENTLY USED TERMS AND BASIS OF PRESENTATION

We ~~are~~were ~~responsible~~incorporated on June 24, 2024 as a Cayman Islands exempted company under the name Inflection Point Acquisition Corp. IV for the ~~information~~purpose ~~contained~~of ineffecting ~~this~~a ~~prospectus~~merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. WeIn ~~have~~connection ~~not~~with the consummation of the Business Combination, we were renamed “Merlin, Inc.” and we act as the ~~underwriter~~sole ~~has~~stockholder ~~not,~~of ~~authorized~~Merlin ~~anyone~~Labs. toUnless ~~provide~~otherwise ~~you~~indicated, ~~with~~the financial information ~~that~~included herein is ~~different~~that ~~from~~of orLegacy ~~inconsistent~~Merlin. ~~with~~We ~~that~~are ~~contained~~a inholding ~~this~~company, ~~prospectus.~~and, Weaccordingly, all of our assets are ~~not~~held directly by, and ~~the~~all ~~underwriter~~of isour ~~not~~operations are conducted through, ~~making~~Merlin anLabs, ~~offer~~and toour ~~sell~~only ~~securities~~direct asset consists of equity ownership in ~~any~~Merlin ~~jurisdiction~~Labs. ~~where~~As the ~~offer~~sole orstockholder ~~sale~~of isMerlin ~~not~~Labs, ~~permitted.~~we ~~You~~have ~~should~~all ~~not~~management ~~assume~~powers ~~that~~over, and full control of the ~~information~~business ~~contained~~of inMerlin ~~this~~Labs, ~~prospectus~~including isthe ~~accurate~~power asto take all action we deem necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of ~~any~~Merlin ~~date~~Labs ~~other~~set ~~than~~forth in its charter. Accordingly, the ~~date~~financial onstatements of Merlin Labs for periods following the ~~front~~consummation of ~~this~~the ~~prospectus~~Business Combination will be prepared on a consolidated basis with ours.

~~Trademarks~~References to a year refer to our fiscal years ended on December 31 of the specified year.

~~This~~Certain ~~prospectus~~monetary ~~contains~~amounts, ~~references~~percentages ~~to trademarks~~ and ~~service marks belonging to~~ other ~~entities.~~figures ~~Solely~~included ~~for~~herein ~~convenience,~~have ~~trademarks~~been ~~and~~subject ~~trade names referred~~ to inrounding ~~this~~adjustments. ~~prospectus~~Accordingly, ~~may~~figures ~~appear~~shown ~~without~~as ~~the~~totals ®in orcertain ™tables ~~symbols,~~and ~~but~~charts ~~such~~may ~~references are~~ not ~~intended~~be ~~to indicate, in any way, that~~ the ~~applicable~~arithmetic ~~licensor~~aggregation ~~will~~of ~~not assert, to~~ the ~~fullest~~figures ~~extent~~that ~~under~~precede ~~applicable law~~them, ~~its~~and ~~rights~~figures toexpressed ~~these~~as ~~trademarks~~percentages ~~and~~in ~~trade~~the ~~names.~~text Wemay do not ~~intend~~total ~~our~~100% ~~use~~ or, ~~display~~as ~~of other companies’ trade names~~applicable, ~~trademarks~~when oraggregated ~~service~~may ~~marks~~not tobe ~~imply~~the aarithmetic ~~relationship~~aggregation ~~with, or endorsement or sponsorship~~ of usthe ~~by,~~percentages ~~any~~that ~~other~~precede ~~companies~~them.

iUnless the context otherwise requires, references in this prospectus to the “Company,” “New Merlin,” “Merlin, Inc.,” “we,” “us,” or “our” refer to the business of Merlin Labs, which became the business of Merlin, Inc. and its subsidiaries following the consummation of the Business Combination.

In this document:

“Additional Series A SPAs” means the Securities Purchase Agreements, dated November 17, 2025, by and among Inflection Point, Legacy Merlin and the Additional Closing PIPE Investors.

“Aggregate Consideration” means 75,764,313 shares of Common Stock.

“Amendment No. 1 to the Initial Series A SPA” means the amendment to the Initial Series A SPA, dated November 17, 2025, by and among Inflection Point, Legacy Merlin and the Closing PIPE Investor.

“Board” means the board of directors of the Company.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of August 13, 2025 (as amended on March 14, 2026), by and among Inflection Point, IPDX Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Inflection Point, and Legacy Merlin.

“Bylaws” means the new bylaws of Merlin, Inc. pursuant to the DGCL.

“Charter” means the certificate of incorporation of Merlin, Inc. pursuant to the DGCL.

“Certificate of Designation” means the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock of the Company.

“CFIUS” means the Committee on Foreign Investment in the United States.

“Closing” means the closing of the Business Combination.

“Closing Date” means March 16, 2026, the date the Closing occurred.

“Closing PIPE Investment” means the Initial Closing PIPE Investment and the Additional Closing PIPE Investments.

“Common Stock” means the common stock of Merlin, Inc., par value $0.0001 per share.

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“DGCL” means the Delaware General Corporation Law.

“Effective Time” means the time at which Merger Sub and Legacy Merlin consummated the Merger.

“ESPP” means the Merlin, Inc. 2026 Employee Stock Purchase Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means 3.1015099176506644.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“Founder Shares” means the Inflection Point Class B Shares.

“Inflection Point” means Inflection Point Acquisition Corp. IV (f/k/a Bleichroeder Acquisition Corp. I), a Cayman Islands exempted company.

“Inflection Point Class A Shares” means the Class A ordinary shares, par value $0.001 per share, of Inflection Point.

“Inflection Point Class B Shares” means the Class B ordinary shares, par value $0.0001 per share, of Inflection Point.

“Inflection Point Ordinary Shares” means the Inflection Point Class A Shares and Inflection Point Class B Shares.

“Inflection Point Rights” means the rights to receive one-tenth (1/10) of one Inflection Point Class A Share upon consummation of the Business Combination.

“Inflection Point Units” means a unit of Inflection Point, each consisting of one Inflection Point Class A Share and one Inflection Point Right.

“Initial Series A SPA” means the Securities Purchase Agreement, dated August 13, 2025, by and among Inflection Point, Legacy Merlin, and the Closing PIPE Investor.

“IPO” means the initial public offering of Inflection Point.

“Latham” means Latham & Watkins LLP, counsel to the Company.

“Legacy Merlin” means Merlin Labs, Inc., a Delaware corporation, in its capacity prior to the Business Combination.

“Lock-Up Holders” means the certain equity holders of Legacy Merlin who entered into the Merlin Lock-Up Agreement.

“malware” means computer viruses or malicious code.

“Merger” means the merger of Merger Sub with and into Legacy Merlin, with Merlin Labs surviving the Merger as a wholly owned subsidiary of Inflection Point, resulting in a combined company whereby Merlin Labs became a wholly-owned subsidiary of New Merlin, and substantially all of the assets and the business of the combined company are held and operated by Merlin Labs and its subsidiaries.

“Merger Sub” means IPDX Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Inflection Point.

“Merlin Labs” means Merlin Labs, Inc., a Delaware corporation, in its capacity following the Business Combination.

“Pre-Funded Investors” means the certain accredited investors party to the Signing Pre-Funded PIPE Agreements.

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“Pre-Funded Note Investment” means the investments contemplated under the Signing Pre-Funded PIPE Agreements and the Post-Signing Pre-Funded PIPE SPA.

“Pre-Funded NPAs” means the Note Purchase Agreement, dated as of July 2, 2025, by and among Legacy Merlin and certain of the Pre-Funded Investors.

“Pre-Funded SPAs” means the Signing Pre-Funded SPAs and the Post-Signing Pre-Funded SPA.

“Public Rights” means the Inflection Point Rights sold as part of the Inflection Point Units in Inflection Point’s IPO.

“Public Shareholders” means the holders of Public Shares of Inflection Point.

“Public Shares” means the Inflection Point Class A Shares initially sold in Inflection Point’s initial public offering.

“Purchase Price” means $800,000,000.

“R&D” means research and development.

“Registration Rights Agreement” means the amended and restated registration rights agreement, dated as of March 16, 2026, entered into by and among the Company, the Sponsor, Merlin Stockholders, Pre-Funded PIPE Investors and the Closing PIPE Investors at the Closing.

“Rule 144” means Rule 144 under the Securities Act.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Series A Preferred Stock” means the 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of the Company.

“Series A SPAs” means collectively, the Initial Series A SPA and the Additional Series A SPAs.

“Signing Pre-Funded PIPE Agreements” means the Pre-Funded NPAs and Pre-Funded SPA.

“Signing Pre-Funded SPA” means the securities purchase agreement, dated as of August 13, 2025, by and among Legacy Merlin and certain of the PIPE investors.

“Sponsor” means Bleichroeder Sponsor 1 LLC, a Delaware limited liability company.

“Trust Account” means the trust account of Inflection Point that holds the proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Units.

“Warrant” means a warrant to purchase a number of shares of Common Stock initially issued in exchange for a Pre-Funded Warrant or pursuant to the Initial Series A SPA.

“2026 Incentive Plan” means the Merlin, Inc. 2026 Incentive Award Plan.

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MARKET AND INDUSTRY DATA

This prospectus includes, and any amendment or supplement to this prospectus may include, estimates regarding market and industry data and forecasts, which are based on our own estimates utilizing our management’s knowledge of and experience in, as well as information obtained from our subscribers, trade and business organizations, and other contacts in the market sectors in which we compete, and from statistical information obtained from publicly available information, industry publications and surveys, reports from government agencies, and reports by market research firms. We confirm that, where such information is reproduced herein, such information has been accurately reproduced and that, so far as we are aware and are able to ascertain from information published by publicly available sources and other publications, no facts have been omitted that would render the reproduced information inaccurate or misleading. Industry publications, reports, and other published data generally state that the information contained therein has been obtained from sources believed to be reliable, but we cannot assure you that the information contained in these reports, and therefore the information contained in this prospectus or any amendment or supplement to this prospectus that is derived therefrom, is accurate or complete. Our estimates of our market position may prove to be inaccurate because of the method by which we obtain some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties. As a result, although we believe our sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this prospectus are forward-looking statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “strategy,” “outlook,” the negative of these words or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to statements regarding demand for our product portfolio, our submission of bids for contracts; our expectations regarding government contracts awarded and to be awarded to us; our operations, our financial performance and our industry; our business strategy, business plan, and plans to drive long term sustainable shareholder value; our expectations on revenue and cash generation. These forward-looking statements reflect the Company’s predictions, projections or expectations based upon currently available information and data. Our actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements. The following important factors and uncertainties, among others, could cause actual outcomes or results to differ materially from those indicated by the forward-looking statements in this prospectus:

• our ability to realize the benefits expected from the Business Combination;

• our ability to maintain the listing of the Common Stock on Nasdaq;

• our public securities’ potential liquidity and trading;

• our ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

• our ability to retain or recruit, or to effect changes required in, our officers, key employees or directors;

• our reliance upon the efforts of our Board and key personnel to be successful;

• our limited operating history;

• expectations regarding the time during which the Company will be an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, as amended;

• our failure to manage our growth effectively;

• competition from existing or new companies;

• changes in the market for the Company’s products and services and our ability to effectively compete in the aviation technology industry;

• unsatisfactory safety performance of our non-human pilot system, Merlin Pilot, or security incidents at our facilities;

• failure of the market to achieve the growth potential we expect;

• our customer concentration;

• our reliance on a limited number of suppliers for certain materials and supplied components;

• failure of our products to operate in the expected manner or defects in our products;

• our history of losses and failure to achieve profitability in the future;

• counterparty risks on contracts entered into with our customers and failure of our prime contractors to maintain their relationships with their counterparties and fulfill their contractual obligations;

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• failure to comply with various laws and regulations relating to various aspects of our business and any changes in the funding levels of various governmental entities with which we do business;

• our failure to protect the confidentiality of our trade secrets and know how;

• our failure to comply with the terms of third-party open source software our systems utilize;

• our ability to maintain an effective system of internal control over financial reporting, and to address and remediate existing material weaknesses in our internal control over financial reporting;

• the U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year, and our dependence on U.S. government contracts;

• our failure to comply with U.S. export and import control laws and regulations and U.S. economic sanctions and trade control laws and regulations;

• uncertain global macro-economic and geopolitical conditions and rising inflation;

• delays or disruptions from changes in the certification process, potential government shutdowns, budget reductions, and shifting regulatory priorities, which could jeopardize customer commitments and milestones, postpone commercialization, and adversely affect our business, results of operations, and financial condition; and

• other factors detailed under the section of this prospectus entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this prospectus and the Company’s management team’s current expectations, forecasts, and assumptions, and involve a number of judgments, known and unknown risks, and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update, add or to otherwise correct any forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof, or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

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SUMMARY

This summary ~~only~~ highlights ~~the~~selected ~~more detailed~~ information ~~appearing~~from ~~elsewhere in~~ this prospectus. Asand ~~this~~may ~~is a summary, it does~~ not contain all of the information that ~~you~~is ~~should~~important ~~consider~~to you in making an investment decision. ~~You~~Before investing in our securities, you should read this entire ~~prospectus~~document carefully, including our financial statements and the related notes included in this prospectus and the information set forth under the headings “Risk Factors” and ~~our~~“Management’s ~~financial~~Discussion ~~statements~~and Analysis of Financial Condition and ~~the~~Results ~~related~~of ~~notes~~Operations.” ~~included~~Some ~~elsewhere~~of the statements in this prospectus, ~~before~~constitute ~~investing~~forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

~~Unless otherwise stated in this prospectus or the context otherwise requires, references to:~~Overview

~~• “we~~Our vision is to be at the forefront of advancing autonomous flight technology and positioning ourselves as the leading U.S.-based developer of autonomy solutions for fixed-wing aircraft. Our non-human pilot system,” ~~“us~~Merlin Pilot,” ~~“company”~~integrates orcutting-edge ~~“our~~hardware ~~company”~~and ~~are~~software to ~~Bleichroeder~~deliver ~~Acquisition~~a ~~Corp.~~comprehensive autonomous flight solution that spans the entire flight process I— from takeoff to touchdown. We believe that Merlin Pilot will be able to significantly reduce operational costs, apotentially ~~Cayman~~saving ~~Islands~~customers ~~exempted~~millions ~~company;~~of dollars per aircraft annually, by enabling reduced crew or uncrewed flights.

~~• “Co-Founders”~~We ~~are~~believe tothat ~~Michel~~Merlin ~~Combes~~Pilot not only addresses the global pilot shortage but also enhances flight safety, offering a ~~member~~compelling ofeconomic ~~our~~model ~~sponsor,~~with ~~and~~diverse ~~Andrew~~revenue ~~Gundlach~~streams, ~~our~~including ~~President~~hardware integration and recurring, ~~Chief~~high-margin ~~Executive~~software ~~Officer~~support. ~~and~~Our ~~Chairman~~extensive portfolio of proprietary intellectual property combines artificial intelligence with traditional high-assurance flight controls, positioning us to capitalize on the ~~Board;~~growing trends of autonomous systems and next-generation aviation.

~~• “Companies~~Our ~~Act”~~team orcomprises ~~“Companies~~nearly ~~Law”~~100 engineers with deep expertise in autonomy and certified software for both military and civilian applications. We are toa ~~the~~prime ~~Companies~~contractor ~~Act~~with ~~(Revised)~~over of$100 million ~~the~~in ~~Cayman~~total ~~Islands~~contract asvalue ~~the~~and ~~same~~we ~~may~~have beidentified ~~amended~~a ~~from~~$3 billion ~~time~~pipeline toof ~~time;~~opportunities, supporting robust growth in both military and civilian markets.

~~• “completion~~Our ~~window”~~mature ~~are~~certification toprogram ~~(i) the~~includes ~~period~~an ~~ending~~issued oncertification ~~the~~basis ~~date~~and ~~that is 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed~~ a ~~letter~~certification-conformed ofsystem ~~intent,~~with ~~agreement~~approved inmilitary ~~principle~~airworthiness ~~or definitive agreement for an initial business combination within 24 months from the closing of this offering~~plans, orunderscoring ~~such earlier liquidation date as~~ our ~~board~~commitment ~~of directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant~~ to andelivering ~~amendment~~reliable ~~to our amended~~ and ~~restated~~safe ~~memorandum~~autonomous ~~and~~flight ~~articles of association;~~solutions.

~~• “founder~~The ~~shares”~~Business are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);Combination

• As previously announced, on August 13, 2025, Inflection Point, entered into a Business Combination Agreement, dated as of August 13, 2025 (as amended on March 14, 2026, the “~~initial~~Business ~~shareholders~~Combination Agreement”), ~~are~~by toand ~~our~~among ~~sponsor~~Inflection Point, IPDX Merger Sub, Inc., a Delaware corporation and ~~any~~a ~~other~~direct, ~~holders~~wholly-owned subsidiary of ~~our~~Inflection ~~founder~~Point ~~shares~~(“Merger ~~immediately~~Sub”), and Merlin Labs, Inc. (referred to herein prior to ~~this~~the ~~offering;~~Business Combination, as “Legacy Merlin” and subsequent to the Business Combination, as “Merlin Labs”).

• On March 16, 2026 (the “~~Investment~~Closing ~~Company~~Date”), ~~Act~~as contemplated by the Business Combination Agreement, Inflection Point, Merger Sub and Legacy Merlin consummated the transactions contemplated by the Business Combination Agreement and its related agreements (the “Business Combination”), ~~are~~culminating toin Merger Sub merging with and into Legacy Merlin (the ~~Investment~~“Merger”), ~~Company~~with ~~Act~~ Merlin Labs continuing as the surviving corporation (the date and time of ~~1940~~ such merger, the “Effective Time”) as ~~amended;~~a wholly-owned subsidiary of the Company.

~~• “management”~~On orMarch 12, ~~our~~2026, Inflection Point held an extraordinary general meeting of shareholders of Inflection Point (the “~~management~~Extraordinary ~~team~~General Meeting”) ~~are~~where tothe ~~our~~shareholders ~~officers~~of Inflection Point considered and ~~directors~~approved, asamong ~~well~~other asmatters, ~~our~~a Coproposal described in the proxy statement/prospectus of the Company on Form S-~~Founders;~~4, filed with the SEC on February 12, 2026 (as so amended, the “Proxy Statement/Prospectus”) to approve the entry into the Business Combination Agreement and consummate the transactions contemplated thereby.

~~• “ordinary~~On ~~resolution”~~March 13, ~~are~~2026, toas acontemplated ~~resolution~~by of the ~~company~~Business ~~passed~~Combination byAgreement, aInflection ~~simple~~Point ~~majority~~filed ofa ~~the~~notice ~~votes~~of ~~cast~~deregistration bywith ~~such~~the ~~shareholders~~Cayman ~~as,~~Islands ~~being~~Registrar ~~entitled~~of toCompanies, dotogether ~~so,~~with ~~vote~~the innecessary ~~person~~accompanying ordocuments, ~~where~~and ~~proxies~~filed ~~are~~the ~~allowed,~~Charter byand ~~proxy at~~ a ~~general~~certificate ~~meeting~~ of ~~the~~corporate ~~company,~~domestication orwith athe ~~resolution~~Secretary ~~approved~~of inState ~~writing by all~~ of the ~~holders~~State of ~~the~~Delaware, ~~issued~~pursuant ~~shares entitled~~ to ~~vote~~which onInflection ~~such~~Point ~~matter~~was ~~(or~~domesticated ~~such~~and ~~lower~~continues ~~threshold~~ as ~~may~~a beDelaware ~~allowed~~corporation, ~~under~~changing ~~the~~its ~~Companies~~name ~~Law~~to ~~from~~“Merlin, ~~time~~Inc.” to(the ~~time~~“Domestication”);.

• “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

• “permitted withdrawals” means amounts withdrawn to fund our working capital requirements following this offering related to our search for an initial business combination, to fund repayment of amounts owed under a promissory note between us and our sponsor, to pay underwriting fees and expenses (as described elsewhere in this prospectus), subject to an annual limit of 0.5% of the amount raised in this offering ($1,250,000, or up to $1,437,500 if the underwriter’s overallotment option is exercised in full), and to pay our taxes; notwithstanding the 0.5% annual limitation applicable to working capital withdrawals, all permitted withdrawals can only be made from interest and not from the principal held in the trust account;

• “public shares” are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

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• Immediately prior to the Domestication, pursuant to that certain Sponsor Support Agreement, dated as of August 13, 2025 (the “~~public~~Sponsor ~~shareholders~~Support Agreement”), ~~are~~by toand among Inflection Point, Legacy Merlin, the Sponsor, and Inflection Point Fund I, LP, a Delaware limited partnership (“Inflection Point Fund”), the holders of ~~our~~the ~~public~~Class B ordinary shares of Inflection Point, ~~including~~par ~~our~~value ~~initial~~$0.0001 ~~shareholders~~per share (each, ~~management~~a ~~team~~“Founder Share” or ~~advisors~~“Inflection toPoint Class B Share”, and the ~~extent~~holders, ~~our~~the ~~initial~~“Inflection ~~shareholders~~Point Class B Shareholders”), ~~members~~elected to convert each Founder Share, on a one-for-one basis, into a Class A ordinary share of ~~our~~Inflection ~~management~~Point, ~~team~~par value $0.0001 per share (each, an “Inflection Point Class A Share” and~~/or~~ ~~advisors~~together ~~purchase~~with ~~public~~the ~~shares~~Founder Shares, ~~provided~~the ~~that~~“Inflection ~~each~~Point ~~initial~~Ordinary ~~shareholder’s~~Shares”) (such conversion, ~~member~~the “Sponsor Share Conversion”). In connection with the Domestication, (i) each of ~~our~~the ~~management~~then ~~team’s~~issued and ~~advisor’s~~outstanding ~~status~~Inflection asPoint Class A Shares converted automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Post-Domestication Inflection Point; (ii) each of the then issued and outstanding rights to receive one-tenth (1/10) of one Inflection Point Class A Share upon consummation of an initial business combination of Inflection Point (“~~public~~Inflection ~~shareholder~~Point Rights”) ~~will~~converted ~~only~~automatically ~~exist~~into ~~with~~a ~~respect~~right toof ~~such~~Post-Domestication ~~public~~Inflection ~~shares~~Point (each right, a “Post-Domestication Right”); and (iii) each of the then issued and outstanding units of Inflection Point containing one Inflection Point Class A Share and one Inflection Point Right (the “Inflection Point Units”) converted automatically into a unit of Post-Domestication Inflection Point, consisting of one share of Common Stock and one Post-Domestication Right.

~~• “public~~Upon ~~warrants”~~the ~~are~~terms and subject to the ~~warrants~~satisfaction ~~sold~~or aswaiver ~~part~~ of the ~~units~~conditions inof ~~this~~the ~~offering~~Business ~~(whether~~Combination ~~they~~Agreement, ~~are~~immediately ~~purchased~~prior into ~~this~~the ~~offering~~Effective orTime ~~thereafter~~of in the ~~open market);~~Merger:

~~• “private~~(1) each ~~placement~~convertible ~~warrants”~~security ~~are~~of Legacy Merlin (other than the Pre-Funded Convertible Notes (as defined below)) that was outstanding immediately prior to the ~~warrants~~Effective ~~issued~~Time, to ~~our~~the ~~sponsor~~extent applicable, automatically converted in afull ~~private~~into ~~placement~~shares ~~simultaneously~~of ~~with~~preferred ~~the~~stock ~~closing~~or common stock of ~~this~~Legacy ~~offering~~Merlin (“Merlin Common Stock”), in accordance with the terms thereof;

~~• “special resolution” are to a resolution of the company passed by at least a two-thirds~~ (2/3) each ~~majority~~warrant ~~(or~~of ~~such~~Legacy ~~higher~~Merlin ~~approval~~exercisable ~~threshold~~for ~~as specified in~~ the ~~company’s~~preferred ~~amended~~stock ~~and restated memorandum and articles~~ of ~~association)~~Legacy ofMerlin ~~the~~that ~~votes~~was ~~cast~~outstanding byand ~~such~~unexercised ~~shareholders~~immediately ~~as,~~prior ~~being entitled~~ to ~~do so, vote in person or, where proxies are allowed, by proxy at a general meeting of~~ the ~~company~~Effective ofTime ~~which~~was ~~notice~~automatically ~~specifying~~exercised ~~the~~on ~~intention to propose the resolution as~~ a ~~special~~cashless ~~resolution~~basis ~~has~~in ~~been~~full ~~duly given, or a resolution approved~~ in ~~writing~~accordance bywith ~~all~~its ofterms ~~the holders of the issued shares entitled to vote on such matter (~~or ~~such~~otherwise ~~lower~~exercised ~~threshold~~in ~~as may be allowed under the Companies Law from time to time)~~full;

~~• “sponsor”~~(3) immediately ~~are~~after giving effect to ~~Bleichroeder~~the ~~Sponsor~~conversions and exercises set forth in clauses (1) and ~~LLC~~(2) above, ~~Delaware~~each ~~limited~~issued ~~liability~~and ~~company~~outstanding ~~which~~share ~~was~~of ~~recently~~preferred ~~formed~~stock toof ~~invest~~Legacy Merlin (including each share of preferred stock issued upon the conversions and exercises described in ~~our~~clauses ~~company~~(1) and (2) above) automatically converted into shares of Merlin Common Stock into which such shares of preferred stock of Legacy Merlin, as ~~further~~applicable, ~~discussed~~are ~~under~~convertible ~~“Sponsor~~in ~~Information”,~~connection ~~below~~with the Merger pursuant to the organizational documents of Legacy Merlin; and

~~• “warrants”~~(4) each ~~are~~warrant toof ~~our~~Legacy ~~public~~Merlin ~~warrants~~(other than the Pre-Funded Warrants (as defined below)) exercisable for Merlin Common Stock that was outstanding and ~~private~~unexercised ~~placement~~immediately ~~warrants~~prior to the Effective Time was automatically exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full.

~~Any~~Pursuant ~~conversion~~to ofthe Business Combination Agreement, the ~~Class B~~aggregate ~~ordinary~~consideration ~~shares~~(the ~~described~~“Aggregate inConsideration”) ~~this~~paid ~~prospectus~~to ~~will~~the ~~take~~holders ~~effect~~of assecurities aof ~~compulsory~~Legacy ~~redemption~~ Merlin (other than the holders of ~~Class B~~ ~~ordinary~~the ~~shares~~Pre-Funded Convertible Notes and anthe ~~issuance~~Pre-Funded Warrants in respect of ~~Class A~~those ~~ordinary~~securities) in, or in connection with, the Merger was 75,764,313 shares of Common Stock. The Aggregate Consideration was calculated as athe ~~matter~~number of ~~Cayman~~shares ~~Islands~~of ~~law~~Common Stock equal to the quotient of: (a) $800,000,000 (the “Purchase Price”), divided by (b) the redemption price of $10.55906094.

~~Any~~Upon ~~forfeiture~~the ofterms ~~shares,~~ and ~~all~~subject ~~references~~ to ~~forfeiture~~the ofsatisfaction ~~shares,~~or ~~described~~waiver ~~in this prospectus shall take effect as a surrender~~ of ~~shares~~the ~~for~~conditions ~~no consideration as a matter~~ of ~~Cayman~~the ~~Islands~~Business ~~law.~~Combination ~~Any~~Agreement, ~~share~~at ~~dividend~~the ~~described~~Effective inTime ~~this prospectus will take effect as a share capitalization as a matter~~ of ~~Cayman~~the ~~Islands law (that is, an issuance of shares from share premium).~~Merger:

~~Unless~~(1) each weshare ~~tell~~of ~~you~~Merlin ~~otherwise~~Common Stock that was owned by Inflection Point, ~~the~~Merger ~~information~~Sub, inor ~~this~~Legacy ~~prospectus~~Merlin ~~assumes~~immediately ~~that~~prior to the ~~underwriter~~Effective ~~will~~Time ~~not~~(each, ~~exercise~~an ~~their~~“Excluded ~~over-allotment~~Share”) ~~option.~~was canceled and ceased to exist and no consideration was delivered in exchange therefor;

~~General~~(2) each share of Merlin Common Stock that was issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) was canceled and converted into the right to receive shares of Common Stock equal to the Aggregate Consideration divided by 24,428,203 Merlin Common Stock, the fully diluted capital of Legacy Merlin, which is the sum (without duplication) of the aggregate number of shares

We are a blank check company incorporated on June 24, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination in any sector, we intend to focus our efforts on businesses in the technology, media and telecommunications (“TMT”) sector as well as sectors that are being transformed via technology adoption, where we believe our management team’s operational and investment expertise will provide us with a competitive advantage.

We believe that our management team, which includes our Co-Founders, officers and directors as discussed below, is well-positioned to identify attractive business combination opportunities with a compelling industry backdrop, customer proposition and market position, as well as multiple vectors to create value post-combination. Our Co-Founders have decades of experience identifying and operating leading companies in the technology sector, and have developed deep industry networks across operating executives, experts, investors and advisors. We believe that our Co-Founders will be able to enhance value of the target business we acquire via these experiences and network. We expect to focus on companies that have favorable industry and business characteristics, including strong growth prospects, high barriers to entry, opportunities for consolidation, strong recurring revenues, attractive margins and the ability to accelerate value creation via continued technological advancement.

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~~Management~~of ~~Team~~Merlin Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (including those issued upon conversion of all issued and outstanding preferred stock of Legacy Merlin, as applicable, and excluding securities underlying the Pre-Funded Convertible Notes or Pre-Funded Warrants), (ii) issuable upon full exercise of all issued and outstanding options of Legacy Merlin, and (iii) issuable upon full settlement of all issued and outstanding Merlin RSUs;

We(3) each ~~intend~~option to ~~leverage~~purchase ~~the~~equity ~~experience~~securities of ~~our~~Legacy ~~Co-Founders,~~Merlin ~~Michel~~(“Merlin ~~Combes,~~Option”) aautomatically ~~member~~ceased ofto ~~our~~represent ~~sponsor,~~an ~~and~~option ~~Andrew~~to ~~Gundlach,~~purchase ~~our~~Merlin ~~Chairman,~~Common ~~President~~Stock and ~~Chief~~was ~~Executive~~assumed ~~Officer.~~and ~~Our~~converted ~~Co-Founders~~on ~~have~~the ~~both~~same ~~extensive~~terms ~~operational~~ and ~~investment~~conditions ~~experience,~~as ~~serving~~were applicable as ~~Chief~~of ~~Executive~~the ~~Officers~~Effective ~~and~~Time, ~~Directors~~into an option (the “New Merlin Option”) to acquire that number of ~~global~~shares ~~public~~of ~~companies~~Common ~~and~~Stock as(rounded ~~investors~~down into ~~public~~the ~~and~~nearest ~~private~~whole ~~markets.~~share) ~~Furthermore,~~equal ~~our~~to ~~Co-Founders~~the ~~have~~product ~~built~~of an(A) 2,460,597 ~~extensive~~shares ~~network~~of ~~spanning~~Merlin ~~leading~~Common ~~private~~Stock ~~equity~~subject to such Merlin Options and ~~venture~~(B) the ~~capital~~Exchange ~~funds~~Ratio, ~~large~~at ~~corporates~~an ~~and~~exercise ~~family-owned~~price ~~businesses~~per ~~that~~share weof ~~believe~~Merlin ~~will~~Common ~~accrue~~Stock (rounded up to the ~~benefit~~nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of ~~our~~Merlin ~~investors.~~Common Stock of such Merlin Option by (y) the Exchange Ratio;

~~One~~(4) each ~~of our Co~~Pre-~~Founders,~~Funded ~~Michel~~Convertible ~~Combes,~~Note ~~has~~that awas ~~long~~outstanding ~~history~~immediately ofprior ~~investment~~to ~~and operational expertise and is~~ the ~~former~~Effective ~~Chief~~Time ~~Executive~~was ~~Officer~~automatically ~~and~~canceled ~~Chief Financial Officer of several major technology~~ and ~~telecommunications~~converted ~~companies.~~into ~~Mr. Combes most recently served as~~ the ~~Chief~~right ~~Executive~~to ~~Officer~~receive ~~of SoftBank Group International until departing in 2022. He also served as~~ the ~~Chief~~Convertible ~~Executive Officer and Chief Financial Officer of Sprint Corporation (“Sprint”; formerly NYSE:~~Note S) leading up to Sprint’s acquisition by T-Mobile (NASDAQ: TMUS). Additionally, Mr. Combes has also been Chief Executive Officer of Altice N.V. (“Altice”), Chief Executive Officer of Alcatel-Lucent (formerly NYSE: ALU), Vodafone Europe and TéléDiffusion de France (TDF) and Chief Financial Officer of France Telecom. Mr. Combes experience includes:Consideration;

~~• Managing~~(5) each ~~scaled~~Pre-Funded ~~B2B~~Warrant that was outstanding and ~~B2C~~unexercised ~~businesses~~immediately ~~internationally~~prior to the Effective Time was automatically canceled and converted into the right to receive the Pre-Funded Warrant Consideration; and

~~• Delivering~~(6) (x) each ~~digital~~then ~~transformation~~issued ~~initiatives~~and ~~across~~outstanding ~~industries~~Post-Domestication ~~via~~Right ~~proven~~converted ~~playbook~~automatically into one-tenth of one share of Common Stock, pursuant to that certain Rights Agreement, dated as of October 31, 2024, by and between Inflection Point and the right agent, with any fractional shares of Common Stock issued in connection with such conversion rounded down to the nearest whole share; and (y) each then issued and outstanding Post-Domestication Unit was canceled and thereafter entitled the holder thereof to one and one-tenth (1.1) shares of Common Stock, with any fractional shares of Common Stock issued in connection with such separation rounded down to the nearest whole share.

~~• Deep~~In ~~expertise~~connection ~~across~~with ~~technology~~the Business Combination, ~~media~~on July 2, 2025, and ~~telecommunications~~on August 13, 2025, Legacy Merlin entered into certain convertible note purchase agreements (the “Pre-Funded NPAs”) and securities purchase agreement (the “Signing Pre-Funded SPA” and together with the Pre-Funded NPAs, the “Signing Pre-Funded PIPE Agreements”), respectively, with certain accredited investors named therein (collectively, the “Pre-Funded Investors”). Pursuant to the Signing Pre-Funded PIPE Agreements, the Pre-Funded Investors agreed, among other things, to purchase, and Legacy Merlin issued and sold, an aggregate of approximately $78 million of convertible promissory notes (the “Pre-Funded Convertible Notes”) and warrants to purchase a number of shares of Merlin Common Stock at a purchase price of $12.00 per share (the “Pre-Funded Warrants”), substantially concurrently with the execution and delivery of the Business Combination Agreement.

~~• Global~~On ~~experience~~November 17, ~~leading~~2025, ~~businesses~~Legacy inMerlin and one of the UPre-Funded Investors entered into an additional securities purchase agreement (“Post-Signing Pre-Funded SPA,” collectively with the Signing Pre-Funded SPAs, the “Pre-Funded SPAs”), pursuant to which such Pre-Funded Investor purchased for approximately $9.S3 million an additional Pre-Funded Convertible Note with a principal amount of approximately $10.9 million and a Pre-Funded Warrant, ~~European~~on the same terms and ~~emerging~~conditions ~~markets~~as the Signing Pre-Funded SPA (such investments contemplated by the Signing Pre-Funded PIPE Agreements and the Post-Signing Pre-Funded SPA, the “Pre-Funded Note Investment”).

~~• Extensive~~The ~~public~~consideration ~~company~~paid ~~experience~~in, asor ~~both~~in connection with, the Merger to each holder of a CPre-~~Suite~~Funded ~~executive~~Convertible Note (the “Convertible Note Consideration”) was 10,244,861 shares of 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”). The Convertible Note Consideration was calculated as the number of shares equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and accrued and unpaid interest on each Pre-Funded Convertible Note as aof ~~Board~~one day ~~member~~prior to the Closing, divided by (ii) $10.20 (with respect to the Pre-Funded Convertible Notes sold pursuant to the Pre-Funded NPAs), as may be adjusted pursuant to the terms and conditions of such Pre-Funded Convertible Notes, or $12.00 (with respect to the Pre-Funded Convertible Notes sold pursuant to the Pre-Funded SPAs).

• Direct investment experience as the Chief Executive Officer of SoftBank Group International

Mr. Combes joined Softbank Group in April 2020 and has served or continues to serve on the Board of several companies across the Softbank portfolio, including SoFi Technologies (NASDAQ: SOFI), WeWork (formerly NYSE: WE), Contentsquare, Cybereason, Jellysmack, Kavak, OneWeb, Sorare and Swile.

Mr. Combes currently serves on the Board of Directors of F5 Networks (NASDAQ: FFIV), as Director and Chair of the Audit Committee for Phillip Morris International (NYSE: PM), and Director and Chair of the Nominations & Renumerations Committee for Etisalat (AED: EAND). He is also a member of the Advisory Team of McLaren Racing Limited and a member of the Board of E-Space, a private satellite communications company.

Prior to his time at Softbank, Mr. Combes was Chief Financial Officer and then Chief Executive Officer of Sprint. Mr. Combes joined Sprint in January 2018 as Chief Financial Officer before being appointed Chief Executive Officer in May 2018. Mr. Combes was responsible for managing the $59 billion acquisition of Sprint by T-Mobile which was consummated in April 2020. While at Sprint, Mr. Combes was responsible for preparing Sprint for the announced merger as well as continuing the ongoing strategic efforts to drive network expansion and digital transformation. He also led the enhancement of digital capabilities to upgrade their customer service and increase efficiencies. This included innovating with advanced analytics, artificial intelligence and intelligent automation to optimize cost structure.

Prior to joining Sprint, Mr. Combes was Chief Executive Officer and a director of Altice NV, where he was responsible for telecom, media, and content operations around the world from June 2016 until November 2017. Mr. Combes’ roles also included Chief Operating Officer, Chief Executive Officer and Chairman of Altice SFR Group and as a director of Altice USA, Inc. Before joining Altice, Mr. Combes was Chief Executive Officer of Alcatel-Lucent from September 2013 until September 2015, where he was responsible for leading the turnaround of the Company and the €16 billion merger with Nokia. Prior executive roles included serving as Chief Executive Officer of Vodafone Europe, Chairman and Chief Executive Officer of TDF Group, and Chief Financial Officer and Senior Executive Vice President of France Telecom.

Our Co-Founder, Andrew Gundlach, is the President and co-Chief Executive Officer of Bleichroeder LP (“Bleichroeder”), a registered investment advisor focused on ultra-high-net-worth families. Bleichroeder is the successor to Arnhold and S. Bleichroeder Holdings, Inc., which was renamed First Eagle Holdings in 2015 after private equity funds managed by The Blackstone Group and Corsair Capital acquired a controlling stake in the company, a transaction

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~~Mr. Gundlach~~In ~~co-architected.~~connection ~~Mr.~~with the Business Combination, on August ~~Gundlach~~13, ~~joined~~2025, ~~Arnhold~~Inflection Point, Legacy Merlin and Sthe accredited investor named therein (the “Closing PIPE Investor”) entered into a Securities Purchase Agreement (the “Initial Series A SPA”). Pursuant to the Initial Series ~~Bleichroeder~~A ~~Holdings~~SPA, ~~Inc.~~the asClosing aPIPE ~~Director~~Investor agreed, among other things, to purchase, at Closing, 4,901,961 shares of Series A Preferred Stock, having the rights, preferences and privileges set forth in ~~2003~~the Certificate of Designation of Preferences, Rights and ~~continues~~Limitations toof ~~serve~~12.0% onSeries A Cumulative Convertible Preferred Stock (the ~~board~~“Certificate of ~~First~~Designation”) ~~Eagle~~and ~~Holdings~~a Series A Warrant, for an aggregate purchase price of $50 million (the “Series A Preferred Stock Investment”). Each share of Series A Preferred Stock has a ~~respected~~stated ~~asset~~value ~~manager~~of in$12.00 (the ~~public~~“Stated ~~equity~~Value”). On November 17, 2025, Inflection Point and ~~private~~Legacy ~~credit~~Merlin ~~markets~~entered into an amendment to the Initial Series A SPA with ~~over~~the Closing PIPE Investor (“Amendment No. 1 to the Initial Series A SPA”), pursuant to which the Closing PIPE Investor agreed to increase its investment to $~~130~~100 ~~billion~~million, infor ~~assets~~which ~~under~~it ~~management~~received 9,803,922 shares of Series A Preferred Stock (at a price of $10.20 per share) and a Series A Warrant to purchase a number of shares of Common Stock equal to the number of shares of Common Stock into which such shares of Series A Preferred Stock are initially convertible (the “Initial Closing PIPE Investment”).

~~Prior~~Additionally, toon ~~joining~~November 17, 2025, Inflection Point and Legacy Merlin also entered into Securities Purchase Agreements (the ~~firm,~~“Additional ~~Mr.~~Series ~~Gundlach~~A ~~was~~SPAs,” acollectively ~~founding~~with ~~partner~~the ofInitial ~~Artemis~~Series A ~~Advisors~~SPA, athe ~~hedge~~“Series A ~~fund~~SPAs”), ~~backed~~ with acertain ~~strategic~~accredited ~~investment~~investors ~~from~~as XLsignatories ~~Capital~~thereto of(the ~~Bermuda,~~“Additional anClosing ~~insurance~~PIPE ~~company.~~Investors”), Hepursuant ~~began~~to ~~his~~which, ~~career~~among inother things, the ~~Investment~~Additional ~~Banking~~Closing PIPE Investors agreed to purchase, and M&Inflection Point agreed to sell, an aggregate of 1,666,668 shares of Series A ~~departments~~Preferred Stock (at a price of ~~Morgan~~$12.00 ~~Stanley~~per share) and ~~JPMorgan.~~warrants ~~Mr. Gundlach~~to ispurchase a ~~Member~~number of ~~the~~shares ~~Council~~of onCommon ~~Foreign~~Stock ~~Relations,~~that ~~where~~is heequal ~~has~~to ~~served~~75% onof the ~~Investment~~number ~~Committee,~~of ~~and~~shares isinto anwhich ~~adjunct~~such ~~professor~~shares atof ~~Columbia~~Preferred ~~Business~~Stock ~~School’s~~are ~~Heilbrunn~~initially ~~Center~~convertible ~~for~~(each, ~~Graham &~~an ~~Dodd~~“Upsized ~~Investing~~Series A Warrant”), ~~where~~in hea ~~teaches~~private ~~courses~~placement, on ~~investing~~substantially the same terms as the Initial Series A SPA, ~~and~~for ~~currently~~an ~~serves~~aggregate onpurchase price of $20 million (the ~~School’s~~“Additional ~~Board~~Closing PIPE Investment,” together with the Initial Closing PIPE Investment, the “Closing PIPE Investment”).

~~Board~~Summary ofRisk ~~Directors~~Factors

Our ~~independent~~business ~~director~~is ~~nominees~~subject ~~include~~to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this prospectus summary, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of shares of our common stock or warrants and result in a loss of all or a portion of your investment:

• ~~Nazim~~Merlin ~~Cetin~~is |an ~~Chief~~early-stage ~~Executive~~company ~~Officer~~with ~~and~~a ~~Global~~history ~~Chief~~of ~~Investment~~losses. ~~Officer~~Merlin ofhas ~~Allianz X,~~not ~~the~~been ~~digital~~profitable ~~investment~~historically ~~unit~~and ofmay ~~the~~not ~~Allianz~~achieve ~~Group~~or maintain profitability in the future.

• ~~Joseph~~A ~~Samuels~~limited |number ~~Investor~~of ~~and~~customers ~~Founder~~account for a substantial portion of ~~Channel~~Merlin’s ~~Partners~~revenue. If existing customers do not make subsequent purchases from Merlin or renew their contracts with Merlin, or if Merlin’s relationships with its largest customers are impaired or terminated, Merlin’s revenue could decline, and ~~Islet~~Merlin’s ~~Capital~~results of operations would be adversely impacted.

• ~~Antoine~~A ~~Theysset~~significant |portion ~~Former~~of ~~SoftBank~~Merlin’s ~~Investment~~business ~~Advisers~~depends ~~Operating~~on ~~Partner~~sales to the public sector, and Merlin’s failure to receive and maintain government contracts or changes in the government’s contracting or fiscal policies of the public sector could adversely affect Merlin’s business, results of operations, financial condition, and growth prospects.

~~Prior~~• A ~~SPAC~~decline ~~Experience~~in the U.S. and other government budgets, changes in spending or budgetary priorities, or delays in contract awards have affected and may continue to significantly and adversely affect Merlin’s future revenue and limit Merlin’s growth prospects.

~~Mr. Combes~~• The ~~acted as a Sponsor Principal and Mr~~U. ~~Gundlach acted as an Independent Non-Executive Director for Odyssey Acquisition~~ S.~~A. (“Odyssey”), which raised €300~~ ~~million~~government onmay ~~the~~modify, ~~Euronext~~curtail ~~Amsterdam~~or ~~N.V.~~terminate ~~market~~one inor ~~July 2021.~~more Inof ~~April 2022~~Merlin’s contracts, ~~Odyssey~~and ~~completed~~failure ~~its~~to ~~business~~comply ~~combination~~ with ~~BenevolentAI~~contract ~~including~~terms ~~€136 million~~or ofapplicable ~~PIPE~~laws ~~financing~~ and ~~€40 million~~regulations ~~of backstop financing. Founded~~ in ~~2013,~~relation ~~BenevolentAI~~to isMerlin’s aU.S. government ~~UK-headquartered~~contracts ~~company~~could ~~focused~~expose onus ~~the~~to ~~development~~penalties ~~and~~or ~~application~~other ofadverse ~~artificial intelligence (AI) for scientific innovation in drug discovery~~consequences.

Business Strategy

We will seek to capitalize on the collective experience and complimentary expertise of our Co-Founders as well as the rest of our management team. We believe that they are well-positioned to identify attractive business combination opportunities within the technology industry, as well as attractive business opportunities within sectors that are being transformed via technology adoption. Our objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company. We expect to favor potential target companies with certain industry and business characteristics that we believe will provide favorable returns for our shareholders, as set forth in “Investment Criteria,” below.

We believe that we are in the midst of a new wave of transformational change as technology continues to evolve to serve an increasingly digital world. This provides a wide range of potential targets including not only traditional technology companies, but also companies that are in the midst of a technology-driven technological evolution. Below is a sub-set of structural shifts that we believe will create multitudes of potential investment opportunities, including:

• Advanced connectivity driven by digital infrastructure providing global internet access; including remote areas previously unserved by traditional telecommunications networks

• Adoption of artificial intelligence (“AI”) capabilities such as machine learning and natural-language processing — which is either currently impacting or has the near-term potential to impact effectively all industries

• Continued mobile and digitalization across vast swaths of the economy, and further accelerated via the experience of COVID-19

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• ~~‘Digital-trust’~~Crashes, ~~technologies~~accidents ~~facilitating~~or ~~the~~incidents ~~continued~~of ~~development~~aircraft ofcould ~~online~~have ~~and~~a ~~mobile-first~~material ~~solutions~~adverse ~~across~~effect ~~sensitive~~on ~~sectors~~our ~~(e.g.~~business, financial ~~technology~~condition, ~~payments,~~and ~~communications,~~results ~~etc~~of operations.)

• ~~Widespread~~Merlin ~~adoption~~is ofreliant ~~cloud~~on ~~computing~~aviation regulations and ~~other~~certification ~~solutions~~from ~~that~~regulatory ~~allow~~authorities ~~small~~such as the Federal Aviation Administration (the “FAA”) and/or ~~medium-sized~~New ~~companies~~Zealand toCivil ~~thrive~~Aviation ~~without~~Authority ~~incurring~~(the ~~substantial~~“CAA”) ~~fixed~~and ~~costs~~Military Airworthiness authorities to certify Merlin’s technology on aircraft.

• ~~Next-generation~~Regulation ~~software~~by ~~development~~United States ~~enabling~~and ~~nontechnical~~foreign ~~employees~~government agencies, including the FAA and ~~entrepreneurs~~CAA, towhich ~~create~~regulates ~~applications~~the ~~and~~civil ~~develop~~aviation ~~solutions~~manufacturing ~~that~~and ~~optimize~~repair ~~complicated~~industries ~~tasks~~in the United States and ~~organizational~~New ~~needs~~Zealand, may increase Merlin’s costs of providing service or require us to change our services.

~~Importantly,~~• Merlin’s weuse ~~believe that these trends stretch far beyond what is generally considered TMT and provides a much larger landscape~~ of ~~potential~~open-source ~~investment~~software ~~opportunities.~~could ~~According~~limit toMerlin’s ~~the~~ability ~~International Data Corporation (“IDC”), worldwide spending on Digital Transformation is expected~~ to ~~exceed~~commercialize ~~$4 trillion~~Merlin’s ~~by 2027~~technology, ~~with~~and ansubject ~~estimated~~Merlin ~~annual growth rate of over 16% over the 2022~~ to ~~2027~~possible ~~period.~~claims ~~This~~or ~~is driven by the continued prioritization of digitization across industries as well as the impact of data intensive tools such as AI~~proceedings.

~~Although~~• Merlin’s wecustomers ~~anticipate~~may ~~utilizing~~experience aservice ~~wide~~failures ~~lens~~or ininterruptions ~~anticipating~~due ~~potential~~to ~~opportunities~~defects in ~~sectors~~the ~~undergoing~~software, ~~technological change~~infrastructure, wecomponents ~~believe~~or ~~that~~engineering ~~the~~systems ~~following~~that ~~sub-sectors~~compromise ~~are~~Merlin’s ofservices, ~~particular~~or ~~interest~~due ~~based~~to onerrors ~~our~~in ~~experience~~product installation, ~~network~~any ~~and~~of ~~focus~~which could harm Merlin’s business.

• ~~Artificial~~The ~~intelligence~~centrality |of ~~Companies~~artificial ~~that~~intelligence ~~benefit~~technology ~~from~~to ~~the~~Merlin’s ~~continued~~services ~~development~~and inbusiness ~~artificial~~exposes ~~intelligence,~~us ~~including~~to ~~workforce~~risks ~~augmentation,~~innate ~~natural~~to ~~language~~the ~~processing,~~development ~~coding,~~of ~~creative~~artificial AIintelligence models and ~~technology~~securing ~~underpinning~~intellectual ~~autonomous~~property ~~vehicles~~rights in those models.

• ~~Business~~We ~~services~~have |identified ~~Companies~~material ~~that~~weaknesses ~~utilize~~in ~~technological~~our ~~solutions~~internal control over financial reporting. If not remediated, or if New Merlin experiences additional material weaknesses in the future or otherwise fails to ~~deliver~~maintain ~~more~~effective ~~efficient~~internal ~~solutions~~controls ~~across~~in athe ~~range~~future, New Merlin may not be able to accurately or timely report its financial condition or results of ~~activities~~operations, ~~including~~which ~~data~~may ~~processing,~~adversely ~~customer/technical~~affect ~~support~~investor confidence in New Merlin and, ~~others~~as a result, the value of New Merlin Common Stock.

• ~~Digital~~Merlin ~~infrastructure~~or |Merlin’s ~~Companies~~suppliers ~~that~~may ~~create~~not ~~and~~be ~~manage~~able ~~towers,~~to ~~small~~procure ~~cells,~~or ~~fiber~~repair ~~optic~~critical ~~networks~~hardware ~~and~~components ~~data~~that ~~centers;~~are ~~which~~required ~~benefit from growing investment~~ in ~~underlying~~Merlin’s ~~digital advancement~~operations.

• ~~Edtech~~Merlin |depends ~~Companies~~upon ~~that~~third ~~create~~parties ~~technologies~~ to ~~facilitate~~manufacture equipment components, provide services and ~~enhance~~install and maintain Merlin’s equipment. If these third parties are unable to manufacture Merlin’s equipment components or provide the ~~learning~~applicable ~~experience~~services, ~~including~~in ~~applications~~each case either temporarily or permanently, ~~hardware~~such disruptions may have a material adverse effect on Merlin’s business, ~~software~~revenue, ~~and~~financial ~~online~~results ~~content~~and ~~delivery~~prospects.

• ~~Financial~~Merlin ~~Services~~or |Merlin’s ~~Companies~~technology insuppliers ~~the~~may ~~traditional~~be ~~financial~~unable ~~services~~to ~~ecosystem~~continue ~~that~~to ~~are~~innovate inand ~~the~~provide ~~midst~~services ofand asoftware ~~digital~~that ~~transformation~~are useful to Merlin’s customers.

• ~~Fintech~~Competition |could ~~Companies~~result ~~that~~in ~~provide~~price ~~more efficient~~reductions, ~~cheaper~~reduced revenue and ~~user-friendly~~loss ~~financial~~of ~~services~~market toposition ~~customers~~and orcould ~~facilitate~~harm ~~the~~our ~~infrastructure~~results toof ~~provide such services~~operations.

• ~~Media~~If |Merlin ~~Companies~~fails ~~that~~to ~~control~~obtain ~~the~~licenses ~~distribution~~or ~~(either~~comply ~~broadcasting~~with Merlin’s obligations in these agreements under which Merlin license intellectual property rights from third parties or ~~streaming)~~otherwise ~~and~~experience ~~production~~disruptions ofto ~~media~~our ~~entertainment,~~business ~~including~~relationships ~~music,~~with ~~cinema,~~our ~~television~~licensors, ~~sports~~Merlin ~~and~~could ~~video~~lose ~~games~~license rights that are important to Merlin’s business.

• ~~Retail/E-commerce~~We |are ~~Companies~~subject ~~that~~to ~~enable~~economic ~~both~~uncertainty ~~individuals~~and capital markets volatility, including as a result of changes in U.S. and ~~corporates~~foreign togovernment ~~transact~~policies, ~~via~~regulatory ~~new~~developments, ~~channels~~trade restrictions, ~~including~~tariffs, ~~marketplaces~~inflation, ~~online~~interest ~~auctions~~rates, ~~travel~~military conflicts and broader geopolitical instability, ~~payment~~any ~~gateways~~of which could adversely affect our business, ~~aggregators~~results of operations, financial condition and ~~online~~access ~~ticketing~~to ~~companies~~capital.

• Software | Companies that aim to develop and provide software on a license or subscription basis across industries and processes

While we intend to focus on TMT industries, broadly defined, we may ultimately choose to pursue an initial business combination in other industries, which we identify as having similarly attractive investment and operating characteristics. To the extent we identify attractive investments outside of the TMT industries, we intend to apply the same disciplined due diligence, execution and value creation strategies to the investment.

With respect to the foregoing experiences of our management team (including our Co-Founders), past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team (including our Co-Founders) as indicative of our future performance. For more information on the experience and background of our management team, see the section entitled “Management.”

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~~Competitive~~Organizational ~~Strengths~~Structure

The ~~sourcing,~~diagram ~~valuation,~~below ~~diligence~~depicts ~~and execution capabilities of~~ our ~~Co-Founders~~organizational ~~will~~structure ~~provide~~as usof ~~with~~immediately afollowing ~~significant~~consummation ~~pipeline~~ of ~~opportunities from which to evaluate and select a business that will benefit from our expertise. Our competitive strengths include~~ the ~~following~~Business Combination:

~~• Industry~~Corporate leading executive | We believe the strong track record of Mr. Combes in our target sectors will be viewed favorably by target businesses in need of enhanced management, improved operating processes and controls, better access to industry relationships and strategic planning.Information

~~• Public~~Inflection ~~executive~~Point ~~experience~~was |a Weblank ~~believe~~check ~~that~~company ~~the~~incorporated ~~executive~~on ~~track~~June 24, ~~record~~2024 as a Cayman Islands exempted company for the purpose of Mreffecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. On March ~~Combes~~16, ~~across~~2026, aInflection ~~variety~~Point ofdomesticated ~~public~~into ~~companies~~a ~~differentiates~~Delaware ~~our~~corporation ~~vehicle~~and ~~from~~changed ~~others~~its ~~and~~name ~~will~~to ~~provide~~“Merlin, usInc.” in connection with ~~unique~~the ~~access~~Domestication. toMerlin, ~~promising~~Inc. ~~opportunities~~is a holding company whose principal assets are the equity interests it holds in Merlin Labs, Inc.

~~• Proprietary~~Our ~~sourcing~~principal ~~channels~~executive |office Weis ~~believe~~located ~~the~~at ~~capabilities~~129 ~~and~~South ~~connections~~Street, ~~associated~~Boston, ~~with~~Massachusetts, ~~our~~02111. ~~Co-Founders,~~Our ~~including~~telephone ~~those~~number ofis ~~Bleichroeder,~~(617) 226-9968. ~~will~~Our ~~provide~~website usaddress ~~with~~is awww.merlinlabs.com. ~~unique~~Information ~~pipeline~~contained ofon ~~acquisition~~our ~~opportunities~~website ~~that~~is ~~would~~not bea ~~difficult~~part ~~for~~of ~~others~~this toprospectus, ~~access.~~and ~~This~~the ~~includes~~inclusion ~~decades-long~~of ~~relationships~~our ~~with~~website ~~leading~~address ~~venture~~in ~~capital~~this ~~and~~prospectus ~~private~~is ~~equity~~an ~~firms~~inactive textual reference only.

~~• Investing~~This ~~experience~~prospectus |contains Wereferences ~~believe~~to ~~that~~trademarks ~~our~~and ~~Co-Founders~~service ~~asset~~marks ~~management~~belonging ~~experience~~to atother ~~SoftBank~~entities. Solely for convenience, trademarks and ~~Bleichroeder~~trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will ~~help~~not usassert, ~~identify~~to the fullest extent under applicable law, its rights to these trademarks and ~~source~~trade ~~transactions~~names. ~~that~~We ~~are~~do ~~appropriate~~not ~~for~~intend our ~~vehicle~~use ~~and~~or ~~will~~display beof ~~well~~other ~~received~~companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of it by, ~~the~~any ~~public~~other ~~markets~~companies.

~~• Execution~~Implications ~~capability~~of |Being ~~Our Co-Founders believe that our combined industry and investment expertise and reputation will allow our team to source and complete transactions possessing structural attributes that create~~ an ~~attractive~~Emerging ~~investment~~Growth ~~thesis.~~Company ~~These types of transactions are typically complex~~ and ~~require~~a ~~creativity,~~Smaller ~~industry~~Reporting ~~knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation.~~Company

~~Our~~We ~~selection~~qualify ~~process~~as ~~will~~an ~~leverage~~“emerging ~~our~~growth ~~management~~company” ~~team~~as ~~(including~~defined ~~our~~in ~~Co-Founders’)~~the ~~network~~Jumpstart ofOur ~~industry,~~Business ~~private~~Startups ~~equity~~Act of 2012, ~~venture~~as ~~capital,~~amended ~~and~~(the ~~corporate~~“JOBS ~~relationships~~Act”). asFor ~~well~~so long as ~~relationships~~we ~~with~~remain ~~management~~an ~~teams~~emerging ofgrowth ~~public and private companies~~company, ~~investment~~we ~~bankers,~~are ~~restructuring advisers~~permitted, ~~attorneys~~ and ~~accountants,~~currently ~~which we believe should provide us with a number of business combination opportunities. We~~ intend, to ~~deploy~~continue ~~a proactive, thematic sourcing strategy and~~ to ~~focus~~rely on ~~companies~~the ~~where~~following weprovisions ~~believe~~of the ~~combination~~JOBS ofAct ~~our~~that ~~operating~~contain ~~experience,~~exceptions ~~relationships,~~from ~~capital~~disclosure and ~~capital~~other ~~markets~~requirements ~~expertise~~that ~~can~~otherwise beare ~~catalysts~~applicable to ~~transform~~public acompanies ~~target company~~ and ~~can~~file ~~help~~periodic ~~accelerate~~reports ~~the target’s growth and performance. Upon completion of this offering, our management team (including our Co-Founders) will communicate~~ with ~~their network of relationships to articulate our initial business combination criteria, including~~ the ~~parameters~~SEC. These ofprovisions ~~our search for a target business~~include, ~~and~~but ~~will~~are ~~begin~~not ~~the~~limited ~~disciplined process of pursuing and reviewing promising leads.~~to:

~~Investment~~• presentation ~~Criteria~~of only two years of audited financial statements and related financial disclosure in our periodic reports and registration statements, including this prospectus, subject to certain exceptions;

We• exemption ~~have~~from ~~developed~~ the ~~following~~requirement ~~high~~for ~~level,~~our ~~non-exclusive~~registered ~~investment~~independent ~~criteria~~public ~~that~~accounting wefirm ~~will~~to ~~use~~provide toan ~~screen~~attestation ~~for~~report ~~and~~on ~~evaluate~~internal ~~target~~control ~~businesses.~~over Wefinancial ~~will~~reporting ~~seek~~under toSection 404(b) of ~~acquire~~the aSarbanes-Oxley ~~business~~Act of 2002, ~~that:~~as amended (“SOX”);

• utilizes our global network of contacts, which provides access to differentiated deal flow and significant deal-sourcing capabilities;

• has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability;

• provides a platform for add-on acquisitions, which we believe will be an opportunity for our sponsor and its members and management team to deliver incremental shareholder value post-acquisition;

• would benefit from our Co-Founders’ experience, which can be applied to improve the operations and market position of the target;

• has a defensible market position, with demonstrated advantages when compared to its competitors and which create barriers to entry against new competitors;

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• ~~has~~reduced aexecutive ~~differentiated~~compensation ordisclosures ~~unique~~in ~~product~~our ~~and~~periodic ~~technology~~reports, ~~offering~~proxy ~~with~~statements, ~~multiple~~and ~~avenues~~registration ~~for~~statements, ~~growth~~including ~~and~~in ~~margin~~this ~~expansion~~prospectus;

• isnot atbeing anrequired ~~inflection~~to ~~point,~~comply ~~such~~with asany ~~requiring~~requirement ~~additional~~that ~~management~~may ~~expertise,~~be isadopted ~~able~~by tothe ~~innovate~~Public ~~through~~Company ~~new~~Accounting ~~operational~~Oversight ~~techniques,~~Board (the “PCAOB”) regarding mandatory audit firm rotation or ~~where~~a wesupplement ~~believe~~to wethe ~~can~~auditor’s ~~drive~~report ~~improved~~providing additional information about the audit and the financial ~~performance~~statements; and

• isexemption afrom ~~fundamentally~~the ~~sound~~requirement ~~company~~to ~~that~~hold isnon-binding ~~underperforming~~advisory ~~its~~votes ~~potential;~~on executive compensation, on the frequency of such votes, and on golden parachute arrangements.

~~• generates~~We ~~stable~~will ~~free~~remain ~~cash-flow~~an oremerging ~~has~~growth ~~the~~company ~~near-term~~until ~~potential~~the earliest to ~~generate~~occur ~~sustainable free cash flow;~~of:

• ~~exhibits unrecognized value or other characteristics~~December 31, ~~desirable~~2029 ~~returns~~(the onlast day ~~capital,~~of ~~and a need for capital to achieve~~ the ~~company’s~~fiscal ~~growth~~year ~~strategy,~~ that wefollows ~~believe~~the ~~has~~fifth ~~been~~anniversary ~~misevaluated~~of by the ~~marketplace~~completion ~~based~~of onInflection ~~our~~Point’s ~~analysis~~initial ~~and~~public ~~due diligence review~~offering);

• ~~has~~the alast day ~~diversified~~of ~~customer~~the ~~base~~fiscal ~~better~~year ~~positioned to endure economic downturns, changes~~ in ~~the~~which ~~industry~~we ~~landscape~~have ~~and~~total ~~evolving~~annual ~~customer,~~gross ~~supplier~~revenue ~~and~~of ~~competitor~~at ~~preferences~~least $1.235 billion;

• ~~will~~the ~~offer~~last day anof ~~attractive~~the ~~risk-adjusted~~fiscal ~~return~~year ~~for our shareholders, potential upside from growth~~ in ~~the~~which ~~target~~we ~~business~~are ~~and~~deemed anto ~~improved~~be ~~capital~~a ~~structure~~“large ~~that~~accelerated ~~will~~filer,” beas ~~weighed~~defined ~~against~~in ~~any~~the ~~identified downside risks~~Exchange Act; and

• ~~can~~the ~~benefit~~date ~~from~~on ~~being~~which awe ~~publicly~~have ~~traded,~~issued ismore ~~prepared~~than to$1.0 billion bein anon-convertible ~~publicly~~debt ~~traded~~over ~~company,~~a ~~and~~three-year ~~can utilize access to broader capital markets~~period.

~~These~~We ~~criteria~~have ~~are~~elected ~~not intended~~ to betake ~~exhaustive.~~advantage ~~Any~~of ~~evaluation~~certain ~~relating~~of to the ~~merits~~reduced ofdisclosure aobligations ~~particular~~in ~~initial~~this ~~business~~prospectus ~~combination~~and may beelect ~~based,~~ to ~~the~~take ~~extent~~advantage ~~relevant,~~of ~~on these general guidelines as well as on~~ other ~~considerations,~~reduced ~~factors~~reporting ~~and~~requirements ~~criteria~~in ~~that~~ our ~~management~~future ~~may~~filings ~~deem~~with ~~relevant. In~~ the ~~event~~SEC. As ~~that we decide to enter into our initial business combination with~~ a ~~target~~result, ~~business that does not meet~~ the ~~above~~information ~~criteria~~that ~~and guidelines,~~ we ~~will~~provide ~~disclose that the target business does not meet the above criteria in our shareholder communications related~~ to our ~~initial~~stockholders ~~business~~may ~~combination, which, as discussed in this prospectus, would~~ be indifferent ~~the~~than ~~form~~what ofyou ~~proxy~~might ~~solicitation~~receive ~~materials~~from orother ~~tender~~public ~~offer~~reporting ~~documents~~companies ~~that~~in wewhich ~~would~~you ~~file~~hold ~~with~~equity ~~the SEC~~interests.

~~Acquisition~~We ~~Process~~have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies.

InWe ~~evaluating~~are also a ~~prospective~~“smaller ~~target~~reporting ~~business,~~company” weas ~~expect~~defined toin ~~conduct~~the aExchange Act. ~~due~~We ~~diligence~~may ~~review~~continue ~~which~~to ~~may~~be ~~encompass,~~a ~~among~~smaller ~~other~~reporting ~~things,~~company ~~meetings~~even ~~with~~after ~~incumbent~~we ~~management~~are ~~and~~no ~~employees,~~longer ~~document~~an ~~reviews,~~emerging ~~interviews~~growth ofcompany ~~customers~~ and ~~suppliers,~~may ~~inspection~~take advantage of ~~facilities,~~certain ~~as applicable, as well as a review~~ of ~~financial, operational, legal and other information about~~ the ~~target~~scaled ~~and~~disclosures ~~its~~requirements ~~industry~~applicable ~~which will be made available~~ to ~~us.~~smaller Ifreporting wecompanies ~~determine~~even toafter ~~move forward with a particular target,~~ we ~~will~~are ~~proceed~~no tolonger ~~structure~~an ~~and~~emerging ~~negotiate~~growth ~~the terms of the business combination transaction~~company.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.

Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder

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~~approval,~~THE weOFFERING will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

We have until the date that is 24 months (or 27 months, as applicable) from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or 27-month period, as applicable), we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law.

Issuer		Merlin, Inc.
Common Stock Offered by Us		Up to 66,813,783 shares of Common Stock, consisting of (i) up to 35,112,293 shares of Common Stock issuable upon conversion of 10,244,861 shares of Series A Preferred Stock, (ii) up to 24,248,102 shares of Common Stock that are issuable by us upon the exercise of Series A Warrants, which amount represents a good-faith estimate of the maximum amount of shares of Common Stock that may become issuable upon exercise of such Series A Warrants, (iii) 75,000 shares of Common Stock issued to CCS, (iv) 25,000 shares of Common Stock issued to OTB pursuant to Legacy Merlin’s engagement letter with OTB, and (v) 7,353,388 shares of Common Stock issuable upon the exercise of options to purchase Common stock.
Common Stock That May Be Offered and Sold From Time to Time by the Selling Securityholders		Up to 157,700,431 shares of Common Stock held by or issuable to Selling Securityholders entitled to resale registration rights pursuant to the Registration Rights Agreement or other agreements.
Series A Preferred Stock That May Be Offered and Sold From Time to Time by the Selling Securityholders		736,744 shares of Series A Preferred Stock
Series A Warrants That May Be Offered and Sold From Time to Time by the Selling Securityholders		760,232 Series A Warrants
Terms of the Offering		We will issue shares of Common Stock issuable upon (i) conversion of Series A Preferred Stock, (ii) the exercise of Series A Warrants, (iii) shares of Common Stock issuable to CCS, (iv) shares of Common Stock issuable to OTB, (v) issuance to certain advisory board members and (vi) the exercise of options to purchase Common stock. The selling securityholders will determine when and how they will dispose of any shares of Common Stock, shares of Series A Preferred Stock and Series A Warrants registered under this prospectus for resale.
Terms of the Series A Preferred Stock Offered for Resale		Each share of Series A Preferred Stock accrues dividends daily at the rate of 12% per annum and is convertible into Common Stock at any time at the option of the holder at an initial conversion price of $12.00, subject to adjustments. The Series A Preferred Stock also contains a liquidation preference, certain protective provisions, a put right and a call right. See the section of this prospectus entitled “Description of Capital Stock.”
Terms of the Series A Warrants Offered for Resale		Each Series A Warrant is exercisable for shares of Common Stock and expires five years from the date of Closing of the Merger. The Series A Warrants include customary cash and cashless exercise provisions. Each Series A Warrant is initially exercisable at $12.00 per share of New Merlin Common Stock, subject to the same anti-dilution and other adjustments as the Series A Preferred Stock. See the section of this prospectus entitled “Description of Capital Stock.”

If we are unable to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of permitted withdrawals and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether or not the underwriter exercises their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business

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or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

Merlin, Inc. Securities Outstanding Before this Offering

• 84,544,557 shares of Common Stock

• 21,711,872 shares of Series A Preferred Stock

• Series A Warrants exercisable for up to 21,157,300 shares of Common Stock at an initial exercise price of $12.00 per share, subject to adjustment

Merlin, Inc. Securities Outstanding After this Offering

• 135,110,876 shares of Common Stock, assuming (i) conversion of 21,711,872 shares of Series A Preferred Stock on April 15, 2026 at the current conversion price of $12.00 per share (taking into account accrued and unpaid payment-in-kind dividends through such date), (ii) the exercise for cash of Series A Warrants exercisable for up to 21,157,300 shares of Common Stock at an initial exercise price of $12.00 per share, (iii) the issuance of shares of Common Stock issuable to CCS, (iv) the issuance of shares of Common Stock issuable to OTB, (v) the issuance of shares of Common Stock to certain advisory board members and (vi) the exercise of all options to purchase Common stock.

• 21,711,872 shares of Series A Preferred Stock

• Series A Warrants exercisable for up to 21,157,300 shares of Common Stock at an initial exercise price of $12.00 per share, subject to adjustment

Use of Proceeds

All of the shares of Common Stock, shares of Series A Preferred Stock and Series A Warrants offered by the selling securityholders will be sold by them for their respective accounts. We will not receive any of the proceeds from these sales.

The selling securityholders will pay any underwriting fees, discounts, selling commissions, stock transfer taxes, and certain legal expenses incurred by such selling securityholders in disposing of their Common Stock, shares of Series A Preferred Stock and Series A Warrants, and we will bear all other costs, fees, and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees, and fees and expenses of our counsel and our independent registered public accountants.

We will receive any proceeds from the exercise of the Series A Warrants for cash, but not from the resale of the shares of Common Stock issuable upon such exercise or exchange. We intend to use the proceeds received from the exercise of the warrants, if any, for general corporate purposes, which may include capital expenditures, potential acquisitions, growth opportunities and strategic transactions. However, we have not designated any specific uses and have no current agreement with respect to any acquisition or strategic transaction. See “Use of Proceeds.”

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the Securities and Exchange Commission (the “SEC”) to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

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Sponsor Information

Risk Factors		See “Risk Factors” beginning on page 11 and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the securities being offered by this prospectus.
Material U.S. Federal Tax Considerations for Non-U.S. Holders of Common Stock		For a discussion of material U.S. federal tax consequences that may be relevant to holders of Common Stock, see “Material U.S. Federal Tax Considerations for Non-U.S. Holders of Common Stock.”
Trading Symbols		Our Common Stock is listed and traded on the Nasdaq under the symbol “MRLN”.

Our sponsor is a Delaware limited liability company, which was recently formed to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Our Co-Founders are the managing members of our sponsor and control the management of our sponsor, including the exercise of voting and investment discretion over the securities of our company held by our sponsor. As of the date of this prospectus, other than Messrs. Combes and Gundlach, no other person has a direct or indirect material interest in our sponsor. In addition, our independent directors will receive for their services as a director an indirect interest in the founder shares through membership interests in our sponsor. Other than our management team, none of the other members of our sponsor will participate in our company’s activities.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
Bleichroeder Sponsor 1 LLC	7,187,500 Class B Ordinary Shares	$	25,000
	2,000,000 Private Placement Warrants	$	2,000,000

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. See the section titled “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.”

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~~Pursuant~~RISK toFACTORS a letter agreement to be entered with us, each of our sponsor, Co-Founders, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement warrants, as summarized in the table below.

SubjectSecurities	Expiration Date	Natural Personsand Entities Subject to Restrictions	Exceptions to Transfer Restrictions
Founder Shares	The earlier of (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup.	Bleichroeder Sponsor 1 LLC Michel Combes Andrew Gundlach Joseph Samuels Antoine Theysset Nazim Cetin	Transfers permitted (a) to our officers, directors, advisors or consultants, any affiliate or family member of any of our officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) pro rata distributions from our sponsor to its respective members, partners or shareholders pursuant to our sponsor’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor , (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements
Private Placement Warrants	30 days after the completion of our initial business combination	Bleichroeder Sponsor 1 LLC	Same as above

An investment in our securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this prospectus, before deciding to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations.

Risks Related to Our Business and Industry

We are an early-stage company with a history of losses. We have not been profitable historically and may not achieve or maintain profitability in the future.

We have generated limited revenue and experienced net losses in each year from our inception, including revenue of $7.55 million and $1.23 million, and net losses of $74.78 million and $55.25 million, for the years ended December 31, 2025 and 2024, respectively. We believe we will continue to incur operating losses and negative cash flow in the near-term as we continue to invest significantly in our business, particularly in our R&D efforts as well as sales and marketing programs. These investments may not result in increased revenue or growth in our business.

In addition, as a public company, we will incur significant additional legal, accounting and other expenses that we did not incur as a private company. These increased expenditures may make it harder for us to achieve and maintain future profitability. Revenue growth and growth in our customer base may not be sustainable, and we may not achieve sufficient revenue to achieve or maintain profitability. While we have generated revenue in the past, we have only recently begun to expand our product and service offerings, some of which are expected to generate a substantial portion of our revenue going forward, and it is difficult for us to predict our future operating results. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this prospectus, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. As a result, our losses may be larger than anticipated, we may incur significant losses for the foreseeable future, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could make it difficult for you to evaluate our current business and our future prospects and have a material adverse effect on our business, financial condition and results of operations.

Our limited operating history and rapid growth make evaluating our current business and future prospects difficult and may increase the risk of your investment.

We are a development stage company with limited commercial operations to date. As such, our business model is dependent on our commencing and expanding commercial operations. We anticipate satisfying our current task order milestones in 2026 pursuant to our Indefinite Delivery/Indefinite Quantity contract with USSOCOM. However, our ability to generate additional revenue under this contract depends on USSOCOM issuing and funding future task orders, which is at the government’s sole discretion. There is no material obligation for the government to purchase our services under the USSOCOM Contract. See the section entitled “Business — USSOCOM Contract.” In addition, our failure to test and finalize the Merlin Pilot in a timely manner could result in us being unable to commercialize our technology on our anticipated timeframe. We currently depend on the U.S. government for funding given that they are our largest customer. To the extent the U.S. government stops supporting the initial development of our technology for military aircraft, our ability to commence and expand commercial operations, including across the civilian sector, will be significantly impaired. Delays in achieving technical milestones or customer acceptance may defer or reduce payments and revenue recognition. Our expected per-aircraft fees and adoption assumptions may not materialize, compressing margins and growth.

Much of our growth has occurred in recent periods. Our limited operating history may make it difficult for you to evaluate our current business and our future prospects, as we continue to grow our business. Our ability to forecast our future operating results is subject to a number of uncertainties, including our ability to plan for and model future growth. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly evolving industries as we continue to grow our business. If our assumptions regarding

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Inthese ~~addition~~uncertainties, inwhich ~~order~~we use to ~~facilitate~~plan our ~~initial~~ business, ~~combination~~are incorrect or ~~for~~change ~~any~~in ~~other~~reaction ~~reason~~to ~~determined~~changes byin our ~~sponsor~~markets, inor ~~its~~if ~~sole~~we ~~discretion~~do not address these risks successfully, our ~~sponsor~~operating ~~may~~and ~~surrender~~financial orresults ~~forfeit,~~could ~~transfer~~differ ormaterially ~~exchange~~from our ~~founder shares~~expectations, ~~private~~our ~~placement~~business ~~warrants~~could orsuffer, ~~any~~and the trading price of our ~~other~~ securities, ~~including~~may ~~for~~decline. noIn ~~consideration,~~addition asto ~~well~~our asrevenue ~~subject~~model ~~any~~based ~~such~~on ~~securities~~product sales, we intend to ~~earn-outs~~employ oran ~~other~~annual ~~restrictions,~~recurring orsubscription ~~otherwise~~transaction ~~amend~~model. ~~the~~There ~~terms~~are ofno ~~any~~assurances ~~such~~that ~~securities~~we orwill ~~enter~~be ~~into~~able ~~any~~to ~~other~~secure ~~arrangements~~future business with ~~respect~~customers toor ~~any~~that ~~such~~our ~~securities~~recurring revenue subscription model will be successful on our planned timelines or at all.

~~Corporate~~It ~~Information~~is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially affected.

~~Our~~A ~~executive~~limited ~~offices are located at 1345 Avenue of the Americas, Fl 47, New York, NY 10105, and our telephone~~ number is 212-984-3835. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of ~~the~~customers ~~Companies~~account ~~Law. As an exempted company, we have applied~~ for ~~and received~~ a ~~tax~~substantial ~~exemption~~portion ~~undertaking from the Cayman Islands government that, in accordance with Section 6~~ of ~~the~~our ~~Tax~~revenue. ~~Concessions~~If ~~Act~~existing ~~(Revised)~~customers ofdo ~~the~~not ~~Cayman~~make ~~Islands,~~subsequent ~~for~~purchases ~~a period of 30 years~~ from ~~the~~us ~~date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains~~ or ~~appreciations~~renew ~~will~~their ~~apply~~contracts towith us ~~or our operations and~~, ~~in addition, that no tax to be levied on profits, income, gains~~ or ~~appreciations~~if orour ~~which~~relationships iswith inour ~~the~~largest ~~nature~~customers ofare ~~estate~~impaired ~~duty~~ or ~~inheritance~~terminated, ~~tax~~our ~~will~~revenue becould ~~payable (i) on or in respect of our shares~~decline, ~~debentures~~and ~~or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to~~ our ~~shareholders~~results ~~or a payment~~ of ~~principal~~operations orwould ~~interest~~be oradversely ~~other sums due under a debenture or other obligation of us~~impacted.

We ~~are~~derive ~~an “emerging growth company,” as defined in Section 2(~~a~~) of~~ ~~the~~significant ~~Securities~~portion ~~Act~~ of ~~1933,~~ asour ~~amended~~revenue ~~(the~~from ~~“Securities~~existing ~~Act”),~~customers asthat ~~modified~~expand bytheir ~~the~~relationships ~~Jumpstart~~with ~~Our~~us. ~~Business~~Increasing ~~Startups~~the ~~Act~~ number of ~~2012~~ (the ~~“JOBS~~deployments ~~Act”).~~of Asour ~~such,~~existing wecustomers ~~are~~is ~~eligible~~a tomajor ~~take~~part ~~advantage~~ of ~~certain~~our ~~exemptions~~growth ~~from~~strategy. ~~various~~We ~~reporting~~may ~~requirements~~not ~~that~~be ~~are~~effective ~~applicable~~in toexecuting ~~other~~this ~~public~~or ~~companies~~any ~~that~~other ~~are~~aspect ~~not~~of ~~“emerging~~our growth ~~companies”~~strategy. ~~including,~~To ~~but~~the ~~not~~extent ~~limited to, not being required to comply with~~ the ~~auditor attestation requirements of Section~~U.S. ~~404~~government ofstops ~~the~~supporting ~~Sarbanes-Oxley Act of 2002 (~~the ~~“Sarbanes-Oxley~~initial ~~Act”),~~development ~~reduced~~of ~~disclosure obligations regarding executive compensation in~~ our ~~periodic~~technology ~~reports~~for ~~and~~military ~~proxy statements~~aircraft, ~~and~~our ~~exemptions~~ability ~~from~~to ~~the~~commence ~~requirements of holding a non-binding advisory vote on executive compensation~~ and ~~shareholder~~expand ~~approval~~commercial ~~of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result~~operations, ~~there~~including ~~may~~across ~~be a less active trading market for our securities and~~ the ~~prices~~civilian ofsector, ~~our~~will ~~securities may~~ be ~~more~~significantly ~~volatile~~impaired.

InRevenue ~~addition,~~for ~~Section~~the ~~107~~years ended December 31, 2025 and 2024 was generated with a concentration of a small number of customers, primarily with the ~~JOBS~~U.S. government. ~~Act~~We ~~also~~do ~~provides~~not have customer contracts that anhave ~~“emerging~~material ~~growth~~obligations ~~company”~~for ~~can~~our ~~take~~customers ~~advantage~~to ofpurchase our services. Our customers have no obligation to renew, upgrade, or expand their agreements with us after the ~~extended~~terms ~~transition~~of ~~period~~their ~~provided~~existing inagreements ~~Section 7(a)(2)(B)~~ expire. In addition, many of our customer contracts permit the ~~Securities~~customer ~~Act~~to ~~for~~terminate ~~complying~~their contracts with ~~new~~us orwith ~~revised~~notice ~~accounting~~periods ~~standards~~of varying lengths. InIf ~~other~~one ~~words~~or more of our customers terminate their contracts with us, anwhether ~~“emerging~~for ~~growth~~convenience, ~~company”~~for ~~can~~default ~~delay~~in the ~~adoption~~event of ~~certain~~a ~~accounting~~breach ~~standards~~by ~~until~~us, ~~those~~or ~~standards~~for ~~would~~other reasons specified in our contracts, as applicable; if our customers elect not to renew their contracts with us; if our customers renew their contractual arrangements with us for shorter contract lengths or for a reduced scope; or if our customers otherwise ~~apply~~seek to ~~private~~renegotiate ~~companies.~~terms Weof ~~intend~~their existing agreements on terms less favorable to ~~take~~us, ~~advantage~~our business and results of ~~the~~operations ~~benefits~~could be adversely affected. This adverse impact would be even more pronounced for customers that represent a material portion of ~~this~~our ~~extended~~revenue ~~transition~~or ~~period~~business operations.

WeOur ~~will~~ability ~~remain~~to anrenew ~~emerging~~or ~~growth~~expand ~~company~~our ~~until~~customer ~~the~~relationships ~~earlier~~may decrease or vary as a result of ~~(1) the~~a ~~last day~~number of ~~the~~factors, ~~fiscal~~including ~~year~~our ~~(a) following~~customers’ ~~the~~satisfaction ~~fifth~~or ~~anniversary~~dissatisfaction ofwith ~~the~~our ~~completion~~platforms ofand ~~this~~services, ~~offering~~our platforms’ reliability, ~~(b) in~~our ~~which~~pricing, wethe ~~have~~effects ~~total~~of ~~annual~~general ~~gross~~economic ~~revenue~~conditions, ofcompetitive atofferings ~~least~~or ~~$1.235 billion~~alternatives, or ~~(c)~~ reductions in ~~which~~our wecustomers’ ~~are~~spending ~~deemed~~levels. toIf beour acustomers ~~large~~do ~~accelerated~~not ~~filer,~~renew ~~which~~or ~~means~~expand ~~the~~their ~~market~~agreements ~~value~~with ofus ~~our~~or ~~Class A~~if ~~ordinary~~they ~~shares~~renew ~~that~~their ~~are~~contracts ~~held~~for byshorter ~~non-affiliates~~lengths ~~exceeds~~or ~~$700 million~~on asother ofterms ~~the~~less ~~prior~~favorable ~~June 30th~~to us, ~~and~~our ~~(2) the~~revenue ~~date~~may ongrow ~~which~~more weslowly ~~have~~than ~~issued~~expected ~~more~~or ~~than~~decline, $1and our business could suffer.~~0 billion~~ inOur ~~non-convertible~~business, ~~debt~~financial ~~securities~~condition, ~~during~~and ~~the~~results ~~prior~~of ~~three-year~~operations ~~period.~~would ~~References~~also ~~herein~~be toadversely ~~“emerging~~affected ~~growth~~if ~~company”~~we ~~will~~face ~~have~~difficulty ~~the~~collecting ~~meaning~~our ~~associated~~accounts ~~with~~receivable itfrom inour ~~the~~customers ~~JOBS~~or ~~Act~~if we are required to refund customer deposits.

~~Additionally,~~Achieving werenewal ~~are~~or aexpansion ~~“smaller~~of ~~reporting~~deployments ~~company”~~may asrequire ~~defined~~us to increasingly engage in ~~Item 10(f)(1) of~~sophisticated ~~Regulation S-K. Smaller~~and ~~reporting~~costly ~~companies~~sales efforts that may ~~take~~not ~~advantage~~result ofin ~~certain~~additional ~~reduced~~sales. ~~disclosure~~In ~~obligations~~addition, ~~including,~~our ~~among~~customers’ ~~other~~decisions ~~things,~~to ~~providing~~expand ~~only~~the ~~two years~~deployment of ~~audited~~our ~~financial~~platforms ~~statements.~~depend Weon ~~will remain~~ a ~~smaller~~number ~~reporting~~of ~~company~~factors, ~~until~~including ~~the~~general ~~last day~~economic ofconditions, the ~~fiscal~~functioning ~~year~~of inour ~~which~~platforms, ~~(1)~~ the ~~market~~ability ~~value~~ of our ~~ordinary~~employees ~~shares held by non-affiliates is equal~~ to orassist ~~exceeds~~our ~~$250 million~~customers asin ofidentifying ~~the~~new ~~prior~~use ~~June 30~~cases, ormodernizing ~~(2) our~~their ~~annual~~data ~~revenues~~architectures, ~~equaled~~achieving orsuccess ~~exceeded~~with ~~$100 million~~data-driven ~~during~~initiatives, ~~such~~and ~~completed~~our ~~fiscal~~customers’ ~~year~~satisfaction ~~and~~with ~~the~~our ~~market~~services. ~~value~~If of our ~~ordinary~~efforts ~~shares~~to ~~held~~expand bywithin ~~non-affiliates~~our isexisting ~~equal~~customer tobase orare ~~exceeds~~not ~~$700 million~~successful, asour ofbusiness ~~the~~may ~~prior June 30~~suffer.

~~Finally,~~We ~~after~~have ~~completion~~identified ofmaterial ~~this~~weaknesses ~~offering~~in ~~and~~our ~~prior~~internal tocontrol ~~the~~over ~~consummation~~financial ofreporting. aIf ~~business~~not ~~combination~~remediated, ~~only~~or ~~holders~~if ofwe ~~our~~experience ~~Class B~~additional ~~ordinary~~material ~~shares~~weaknesses ~~will~~in ~~have~~ the ~~right~~future ~~to vote on the appointment~~ or ~~removal~~otherwise offail ~~directors. As a result, Nasdaq will consider us~~ to bemaintain aeffective ~~“controlled~~internal ~~company”~~controls ~~within~~in the ~~meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards~~future, awe ~~company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and~~ may ~~elect~~ not tobe ~~comply~~able ~~with~~to ~~certain~~accurately ~~corporate~~or ~~governance~~timely ~~requirements~~report Weour ~~currently~~financial docondition ~~not~~or ~~intend~~results toof ~~rely on the “controlled company” exemption~~operations, ~~but~~which may doadversely soaffect ininvestor ~~the~~confidence ~~future.~~in ~~Accordingly~~us and, ifas wea ~~choose to do so~~result, ~~you will not have~~ the ~~same~~value ~~protections afforded to shareholders~~ of ~~companies~~our ~~that~~Common ~~are subject to all of the Nasdaq corporate governance requirements~~Stock.

In the course of preparing the consolidated financial statements as of December 31, 2025 and 2024, our management determined that we have material weaknesses and significant deficiencies in our internal controls over financial reporting. These material weaknesses primarily relate to matters that are relevant to the preparation of our consolidated financial statements, evaluation of the accounting implications of complex transactions as well as the related valuation of financial instrument implications.

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~~The~~These ~~offering~~deficiencies could result in a misstatement of one or more account balances or disclosures potentially leading to a material misstatement to the annual or interim consolidated financial statements which may not be prevented or timely detected and, accordingly, management determined that these control deficiencies constitute material weaknesses.

In ~~making~~order ~~your decision on whether~~ to ~~invest~~remediate inthese ~~our~~material ~~securities~~weaknesses, ~~you should take into account not only the backgrounds of the members of our management team, but also the special risks~~ we ~~face~~have astaken ~~a blank check company~~ and ~~the~~plan ~~fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled~~ to ~~protections~~take ~~normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and~~ the ~~other~~following ~~risks set forth in the section below entitled “Risk Factors.”~~actions:

Securities offered:		25,000,000 units, at $10.00 per unit, each unit consisting of:
		• one Class A ordinary share; and
		• one-quarter of one redeemable warrant.
Proposed Nasdaq symbols:		Units: “BACQU”
		Class A Ordinary Shares: “BACQ”
		Warrants: “BACQW”
Trading commencement and separation of Class A ordinary shares and warrants:		The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Santander US Capital Markets LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant.
Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K:		In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated information to reflect the exercise of the over-allotment option.

• Continuing to hire personnel with public company experience and providing additional training for our personnel on internal controls as our company continues to grow;

• Implementing additional controls and processes that operate at a sufficient level of precision and frequency or that evidence the performance of the control, particularly associated with accounting and reporting of revenue and non-routine, unusual or complex transactions;

• Implementing processes and controls to better identify and manage segregation of duties;

• Considering system enhancements to reduce reliance on manual processes; and

• Engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and assisting with the remediation of deficiencies, as necessary.

We will not be able to fully remediate these material weaknesses until these steps have been completed, have been operating effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. We and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of December 31, 2025 or any period in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we first report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act.

If not remediated, these material weaknesses could result in material misstatements to our annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If we are unable to assert that our internal control over financial reporting is effective when required, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources. Our remediation efforts may be complicated by our recent transition to operating as a public company and by the accounting, valuation and disclosure requirements associated with our capital structure, including our Series A Preferred Stock, Series A Warrants and other non-routine transactions.

We depend on third parties to provide services and to perform our contractual obligations.

When we act as a prime contractor, we rely on third parties to provide major components and to perform certain services required by our contracts. Disruptions and performance problems caused by our suppliers and subcontractors, or a misalignment between our contractual obligations to our customers and our agreements with our subcontractors and suppliers, could have an adverse effect on our ability to meet our commitments to customers. Our ability to perform our obligations on a timely basis could be adversely affected if one or more of our suppliers or subcontractors are unable to provide the agreed-upon products or materials, perform the agreed-upon services in a timely, compliant and cost-effective manner or otherwise fail to satisfy contractual requirements. The inability of our suppliers or subcontractors to perform could also result in the need to transition to alternate suppliers or subcontractors, which could result in significant incremental cost and delay, or the need for us to provide other supplemental means to support our existing suppliers and subcontractors.

We depend upon subcontractors for a variety of reasons, including: (i) to perform work we would otherwise perform with our employees but are unable to do so as a result of scheduling demands; (ii) to supervise and/or perform certain aspects of the contract more efficiently considering the conditions of the contract; and (iii) to perform certain services that we are unable to do or which we believe can be performed at a lower cost by subcontractors.

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Units:
Number outstanding before this offering		0
Number outstanding after this offering(1)		25,000,000
Ordinary shares:
Number outstanding before this offering(2)		7,187,500
Number outstanding after this offering(3)(4)		31,250,000
Warrants:
Number of private placement warrants to be sold in a private placement simultaneously with this offering		2,000,000
Number of warrants to be outstanding after this offering and the private placement(5)		8,250,000
Exercisability:		Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
		We have structured each unit to contain one-quarter of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for target businesses.
Exercise price:		$11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances

We work closely with these subcontractors to monitor progress and address our customer requirements. However, the inability of our subcontractors to perform under the terms of their contracts could cause us to incur additional costs that reduce profitability or result in losses on projects.

~~____________~~Similarly, when we participate as a subcontractor, we are at risk if the prime contractor does not perform its contract.

~~(1) Assumes~~A nosignificant ~~exercise~~portion of our business depends on sales to the ~~underwriter~~public sector, and our failure to receive and maintain government contracts or changes in the government’s ~~over-allotment~~contracting ~~option~~or ~~and~~fiscal ~~937,500~~policies ~~founder~~of ~~shares~~the ~~are~~public ~~surrendered~~sector tocould usadversely ~~for~~affect noour ~~consideration~~business, results of operations, financial condition, and growth prospects.

~~(2) Includes~~We upderive toa ~~937~~significant portion of our revenue from contracts with the U.S. federal government,~~500~~ ~~founder~~and ~~shares~~we believe that the success and growth of our business will becontinue ~~surrendered~~to depend on our successful procurement of government contracts. For example, we have historically derived, and expect to uscontinue ~~for~~to noderive, ~~consideration~~a ~~depending~~significant onportion ~~the~~of ~~extent~~our revenue from sales to ~~which~~agencies of the ~~underwriter’s~~U.S. federal ~~over~~government. Our perceived relationship with the U.S. government could adversely affect our future business prospects in certain non-~~allotment~~U.S. geographies ~~option~~or iswith ~~exercised~~certain non-U.S. governments.

~~(3) Comprised~~Sales ofto ~~25,000,000~~such ~~Class A~~government ~~ordinary~~agencies ~~shares~~are ~~included~~subject ~~in the units~~ to bea ~~sold~~number inof ~~this~~challenges ~~offering~~ and ~~6,250,000~~risks. ~~Class B~~Selling ~~ordinary~~to ~~shares~~government ~~(or~~agencies ~~founder~~can ~~shares).~~be ~~Founder~~highly ~~shares~~competitive, ~~are~~expensive, ~~currently~~and ~~classified as Class B ordinary shares~~time-consuming, ~~which~~often ~~shares~~requiring ~~will~~significant ~~automatically~~upfront ~~convert~~time ~~into~~and ~~Class A~~expense ~~ordinary~~without ~~shares~~any ~~concurrently~~assurance ~~with~~that orthese ~~immediately~~efforts ~~following~~will ~~the~~generate ~~consummation~~a ofsale. ~~our~~We ~~initial~~also ~~business~~must ~~combination~~comply orwith ~~earlier~~laws atand ~~the~~regulations ~~option~~relating ofto the ~~holder~~formation, onadministration, aand ~~one-for-one~~performance ~~basis~~of contracts, ~~subject~~which toprovide ~~adjustment~~public assector ~~described~~customers ~~below~~with ~~adjacent~~rights, tomany ~~the~~of ~~caption~~which ~~“Founder~~are ~~shares~~not ~~conversion~~typically ~~and~~found ~~anti-dilution~~in ~~rights~~commercial contracts.”

~~(4) Assumes~~Accordingly, ~~surrender~~our ofbusiness, ~~all~~financial ~~937~~condition,~~500~~ ~~founder~~results ~~shares.~~of ~~Up to 937~~operations,~~500~~ ~~founder~~and ~~shares~~growth ~~will~~prospects may be ~~surrendered~~adversely toaffected usby ~~for~~certain noevents ~~consideration~~or ~~depending~~activities, onincluding, ~~the~~but ~~extent~~not tolimited ~~which the underwriter’s over-allotment option is exercised.~~to:

~~(5) Comprised~~• changes ~~of 6,250,000 public warrants included~~ in ~~the~~fiscal ~~units~~or tocontracting bepolicies ~~sold~~or indecreases ~~this offering and 2,000,000 private placement warrants to be sold~~ in ~~the~~available ~~private~~government ~~placement.~~funding;

• changes in government programs or applicable requirements;

• restrictions in the grant of personnel security clearances to our employees;

• ability to maintain facility clearances required to perform on classified contracts for U.S. federal government and foreign government agencies;

• changes in the political environment, including in connection with transitions in government leadership or administration, or due to ongoing conflicts and heightened geopolitical tensions such as the Russia-Ukraine conflict and related economic sanctions or conflicts in the Middle East, and regional instability and tensions in the Middle East and Latin America (including Venezuela), and any resulting uncertainty, shifts in policy priorities, or changes in the allocation of government funding;

• changes in the government’s attitude towards the capabilities and services that we offer;

• changes in the government’s attitude towards us as a company or our platforms as viable or acceptable solutions;

• appeals, disputes, or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government;

• the adoption of new laws or regulations or changes to existing laws or regulations, including as may relate to the implementation of Artificial Intelligence (“AI”) by federal agencies;

• budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies, for example in connection with an extended federal government shutdown;

• influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers;

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		represent more than 60% of the total equity proceeds (including from such issuances and this offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Exercise period:		The warrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
		We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement.

• potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics;

• increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as performance failures of our subcontractors;

• increased or unexpected costs or unanticipated delays due to performance failures by prime contractors on contracts where we are subcontractors; and

• inability to come to terms with third parties to integrate the Merlin Pilot onto military and commercial aircraft, which may lead to unanticipated delays and costs.

Such events or activities, among others, have caused and could continue to cause governments and governmental agencies to delay or refrain from purchasing our platforms and services in the future, reduce the size or payment amounts of purchases from existing or new government customers, or otherwise have an adverse effect on our business, results of operations, financial condition, and growth prospects.

A decline in the U.S. and other government budgets, changes in spending or budgetary priorities, or delays in contract awards have affected and may continue to significantly and adversely affect our future revenue and limit our growth prospects.

Because we generate a substantial portion of our revenue from contracts with governments and government agencies, and in particular from contracts with the U.S. government and government agencies, our results of operations could be adversely affected by government spending caps or changes in government budgetary priorities, as well as by delays in the government budget process, program starts, or the award of contracts or orders under existing contract vehicles, including as a result of a new U.S. administration. U.S. government spending levels for defense-related and other programs are uncertain and may not be sustained at the levels associated with government fiscal year 2025. In addition, the current administration has stated its intent to evaluate overall government spending, which could impact our business, results of operations, financial condition, and growth prospects. Future spending and program authorizations may not increase or may decrease or shift to programs in areas in which we do not provide services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary priorities may occur as a result of shifts in spending priorities from defense-related and other programs as a result of competing demands for federal funds and the number and intensity of military conflicts or other factors. In recent years, U.S. government appropriations have been affected by larger U.S. government budgetary issues and related legislation, and the U.S. government has been unable to complete its budget process before the end of its fiscal year, resulting in both governmental shutdowns and continuing resolutions providing only enough funds for U.S. government agencies to continue operating at prior-year levels. Our business, program performance, and results of operations have been and could be impacted by the resulting disruptions to federal government offices, workers, and operations, including risks relating to the funding of certain programs, stop work orders, as well as delays in contract awards, new program starts, payments for work performed, and other actions. We also may experience similar impacts in the event of an extended period of continuing resolutions. Generally, the significance of these impacts will primarily be based on the length of the continuing resolution or shutdown.

The U.S. government also conducts periodic reviews of U.S. defense strategies and priorities which may shift Department of War (“DoW”) budgetary priorities, reduce overall spending, or delay contract or task order awards for defense-related programs from which we would otherwise expect to derive a significant portion of our future revenue. A significant decline in overall U.S. government spending, a significant shift in spending priorities, the substantial reduction or elimination of particular defense-related programs, or significant budget-related delays in contract or task order awards for large programs have affected and could continue to adversely affect our future revenue and limit our growth prospects.

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		The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00		We may redeem the outstanding warrants:
		• in whole and not in part;
		• at a price of $0.01 per warrant;
		• upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and
		• if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of our initial business combination and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
		We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the measurement period. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such Class A ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering.
Founder shares:		On June 25, 2024, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,187,500 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 28,750,000 units if the underwriter’s over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 937,500 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriter’s over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

U.S. government contracts are subject to a competitive bidding process, are generally not fully funded at inception, and contain certain terms that may be unfavorable to us, which could result in contracts and opportunities consuming significant resources without generating revenue or profit.

U.S. government contracts typically involve long lead times for design and development and are subject to significant changes in scheduling. Congress generally appropriates funds on a fiscal year basis even though a program may continue for several years. Consequently, programs are often only partially funded initially, and additional funds are committed only as Congress makes further appropriations. The termination or reduction of funding for a government program would result in a loss of anticipated future revenue attributable to that program. In addition, U.S. government contracts generally contain provisions permitting termination, in whole or in part, at the government’s convenience. Because a substantial majority of our revenue is dependent on the procurement, performance and payment under our U.S. government contracts, the termination of one or more critical government contracts could have a negative impact on our results of operations and financial condition.

The U.S. government may modify, curtail or terminate one or more of our contracts, and failure to comply with contract terms or applicable laws and regulations in relation to our U.S. government contracts could expose us to penalties or other adverse consequences.

The U.S. government contracting party may modify, curtail or terminate its contracts with us, without prior notice and either at its convenience or for default based on performance. In addition, funding pursuant to our U.S. government contracts may be reduced or withheld as part of the U.S. Congressional appropriations process. Any loss or anticipated loss or reduction of expected funding and/or modification, curtailment, or termination of one or more of our U.S. government contracts could have a material adverse effect on our earnings, cash flow and/or financial position, as well as our access to government testing facilities and/or our ability to secure pre-certification operating experience and/or revenues.

The U.S. government may also audit and investigate contractors and subcontractors; claim rights, including intellectual property rights, in products and data developed under certain contracts; suspend or debar contractors from doing business with the government or a specific government agency; impose U.S. manufacturing requirements for products that embody inventions conceived or first reduced to practice under such agreements; and control or prohibit the export of products.

If the government discovers improper or illegal activities or contractual non-compliance (including improper billing), we may be subject to various civil and criminal penalties and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with the government. Also, the qui tam provisions of the federal and various state civil False Claims Acts authorize a private person to file civil actions on behalf of the federal and state governments and retain a share of any recovery which can include treble damages and civil penalties. Further, the negative publicity that could arise from any such penalties, sanctions or findings could have an adverse effect on our reputation and reduce our ability to compete for new contracts with both government and commercial clients.

Crashes, accidents or incidents of aircraft could have a material adverse effect on our business, financial condition, and results of operations.

Test flying autonomous aircraft is inherently risky, and crashes, accidents or incidents involving our aircraft or an aircraft flown by the Merlin Pilot system are possible. Operating aircraft is subject to various risks, and we expect demand for our autonomous flight services to be impacted by accidents or other safety issues regardless of whether such accidents or issues involve our aircraft or an aircraft flown by the Merlin Pilot system. Such accidents or incidents could also have a material impact on our ability to obtain or maintain FAA, CAA, or other regulatory authorities’ certification of our technology and could impact confidence in Merlin Pilot or the autonomous flight industry as a whole, particularly if such accidents were due to a safety issue. Failure to achieve certification for Merlin Pilot could delay or block commercialization. We believe that regulators and the general public are still forming their opinions about the safety and utility of advanced flight control software capabilities. An accident or incident involving either our aircraft, an aircraft flown by the Merlin Pilot system or a competitor’s aircraft while these opinions are being formed could have a disproportionate impact on the longer-term view of the emerging autonomous flight market. Opposition from pilot unions, public stakeholders, or communities could delay approvals and adoption.

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		The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that:
		• prior to the closing of our initial business combination, only holders of our Class B ordinary shares have the right to vote on the appointment or removal of directors and on continuing the company in a jurisdiction outside the Cayman Islands (as further described herein), prior to the consummation of our initial business combination;
		• the founder shares are subject to certain transfer restrictions, as described in more detail below;
		• the founder shares are entitled to registration rights;
		• the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights”; and
		• our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions), in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).
Transfer restrictions on founder shares:		Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants.” Any permitted transferees will be

Additionally, adverse publicity stemming from actual or alleged behavior of any of our employees or third-party contractors could expose us to significant reputational harm and potential legal liability. A single accident could result in significant liability. The insurance we carry may be inapplicable or inadequate to cover any such matter, in which case we may be forced to bear substantial losses. Any such incident, even if unrelated to the safety of our aircraft or our Merlin Pilot system, could result in passengers being reluctant to use our services, which could adversely impact our business, results of operations, financial conditions and prospects.

Our customers may experience service failures or interruptions due to defects in the software, infrastructure, components or engineering systems that compromise our services, or due to errors in product installation, any of which could harm our business.

Our services may contain undetected defects in the software, infrastructure, components or engineering system. Sophisticated software and applications, such as those adopted and offered by us in connection with or as a part of Merlin Pilot, may contain “bugs” that can unexpectedly interfere with the software and applications’ intended operations. Our communication services may experience outages, service slowdowns or errors from time-to-time. Defects may also occur in components or processes used for our services.

There can be no assurance that we will be able to detect and fix all defects in the hardware, software and services we offer. Failure to do so could result in decreases in sales of our services and software, lost revenues, significant warranty and other expenses, decreases in customer confidence and loyalty, losing market share to our competitors, and reputational harm.

We or our suppliers may not be able to procure or repair critical hardware components that are required in our operations.

Geopolitical events in recent times have caused multiple supply chain disruptions for companies globally. Our business relies on certain critical hardware components such as servos. If we are unable to procure such equipment, or replacement parts (at commercial prices or at all), or they are delayed, our operations may be adversely affected which would likely have a material adverse effect on our business, financial condition, results of operations and prospects. If the manufacturers of such hardware are unable to obtain materials or components themselves, they may experience manufacturing delays or have to cease manufacturing altogether. Supply chain disruptions may also occur from time to time due to a range of factors beyond our control, including, but not limited to, increased costs of labor, freight costs and raw material prices along with a shortage of qualified workers.

The trade policies of the U.S., on one hand, and foreign countries on the other hand, are dynamic at the moment, and trade policies such as export/import restrictions, quotas, or tariffs, changing with either of these countries, or others, may reduce the ability of our suppliers to supply us with the equipment we need, or create a shortage or lack of components necessary for their manufacture.

Uncertainties due to evolving laws and regulations could also impede the ability of a foreign-based company to obtain or maintain permits or licenses required to conduct business in various markets. Changes in any of these policies, laws and regulations, or the interpretations thereof, could have a negative impact on our business.

Such supply chain disruptions have the potential to cause material impacts to our operating performance and financial position if the delivery of equipment for use in our Merlin Pilot systems is delayed.

We may have future capital needs and may not be able to obtain additional financing to fund our capital needs on acceptable terms, or at all.

We expect to continue to incur operating losses for the foreseeable future as we continue to expand and develop, and we may need to raise additional capital within the next twenty-four months. If we are unable to raise additional capital, we may have to significantly delay, scale back or discontinue one or more of our research and development programs. We have evaluated from time to time, and we continue to evaluate, our potential capital needs in light of increasing demand for our services and generally evolving technology in our industry. We may utilize one or more types of capital raising in order to fund any initiative in this regard, including the issuance of new equity securities and new debt securities, including debt securities convertible into our common stock. Our ability to generate positive cash flows from operating activities and the extent and timing of certain capital and other necessary expenditures are subject to numerous variables, such as costs related to execution of our current technology roadmap, including

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		subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.
		For more information, see “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants”.
Founder shares conversion andanti-dilution rights:		The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriter’s over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
Appointment and removal of directors and continuing the company outside of the Cayman Islands; Voting Rights:		Except as set forth below, holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in our amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by our shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by

continuing development and deployment of the Merlin Pilot and other future technologies. The market conditions and the macroeconomic conditions that affect the markets in which we operate could have a material adverse effect on our ability to secure financing on acceptable terms, if at all. We may be unable to secure additional financing on favorable terms or at all or our operating cash flows may be insufficient to satisfy our financial obligations under any of the credit facilities and other indebtedness outstanding from time to time.

Our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or general corporate purposes may be limited by future credit facilities. In the future, if we are not in compliance with covenants set forth in our credit facilities, we may incur additional indebtedness. Events beyond our control can affect our ability to comply with these requirements.

The terms of any additional financing may limit our financial and operating flexibility. Our ability to satisfy our financial obligations will depend upon our future operating performance, the availability of credit generally, economic conditions and financial, business and other factors, many of which are beyond our control. Furthermore, if financing is not available when needed, or is not available on acceptable terms, we may be unable to take advantage of business opportunities or respond to competitive pressures, any of which may have a material adverse effect on our business, financial condition and results of operations. Even if we are able to obtain additional financing, we may be required to use the proceeds from any such financing to repay a portion of our outstanding debt.

If we raise additional funds or seek to reduce our levels of indebtedness through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company. In addition, any new securities we issue could have rights, preferences and privileges senior to those of holders of our common stock, and we may grant holders of such securities rights with respect to the governance and operations of our business. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

Competition could result in price reductions, reduced revenue and loss of market position and could harm our results of operations.

Our services and software are sold in competitive markets. Some of our current or potential future competitors are, or could potentially be, larger, more diversified corporations and have greater financial, marketing, production and research and development resources. As a result, they may be better able to withstand pricing pressures and the effects of periodic economic downturns. Some of our current or future competitors may offer a broader product line or broader geographic coverage to customers. Our business and results of operations may be materially adversely affected if our competitors:

• develop services and software that are superior to our services and software;

• develop services and software that are priced more competitively than our services and software;

• develop methods of more efficiently and effectively providing services; or

• adapt more quickly than we do to new technologies or evolving customer requirements.

We believe that the principal points of competition in our business are technological capabilities, geographic coverage, price, customer service, product development, conformity to customer specifications, compliance with regulatory certification requirements, quality of support after the sale and timeliness of delivery and installation. Maintaining and improving our competitive position will require continued investment in technology, manufacturing, engineering, quality standards, marketing and customer service and support. If we do not maintain sufficient resources to make these investments or are not successful in maintaining our competitive position, our operations and financial performance will suffer. We may not have the financial resources, technical expertise or support capabilities to continue to compete successfully. Due to our successful entry into autonomous flight services, other competitors could be prompted to enter this business.

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		proxy at the applicable general meeting, and pursuant to our amended and restated memorandum and articles of association, such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of our ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of our initial business combination, only holders of our Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company.
		With respect to any other matter submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In such case, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). As a result, in addition to our initial shareholders’ founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination.
Private placement warrants:		Our sponsor has committed to purchase an aggregate of 2,000,000 warrants (including if the underwriter’s over-allotment option is exercised), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $2,000,000 in the aggregate (including if the underwriter’s over-allotment option is exercised), in a private placement that will close simultaneously with the closing of this offering. The private placement warrants will also be worthless if we do not complete our initial

We depend upon third parties to manufacture equipment components, provide services and install and maintain our equipment. If these third parties are unable to manufacture our equipment components or provide the applicable services, in each case either temporarily or permanently, such disruptions may have a material adverse effect on our business, revenue, financial results and prospects.

We rely on strategic partners for the integration of our software. If we are required for any reason (including expiration of the contract, termination by one party for material breach or other termination events) to find one or more alternative suppliers, we estimate that the replacement process could cause significant delays to our programs depending upon the component or service, and we may not be able to contract with such alternative suppliers on a timely basis, on commercially reasonable terms, or at all. Finding and contracting with suppliers of some components may be delayed or made more difficult by current suppliers’ ownership of key intellectual property that requires alternative suppliers to either obtain rights to such intellectual property or develop new designs that do not infringe on such intellectual property. In addition, many of our components are highly integrated with other system components, which may further lengthen the time required for an alternative supplier to deliver a component or service that meets our system requirements. If we are not able to continue to engage suppliers with the capabilities or capacities required by our business, or if such suppliers fail to deliver quality products, parts, equipment and services in sufficient quantities or on a timely basis consistent with our inventory needs and production schedule, our business, financial condition and results of operations may be materially adversely affected.

The supply of third-party components and services could be interrupted or halted by a termination of our relationships, a failure of quality control or other operational problems at such suppliers or a significant decline in their financial condition. If we are not able to continue to engage suppliers with the capabilities or capacities required by our business, or if such suppliers fail to deliver quality products, parts, equipment and services on a timely basis consistent with our schedule, our business, financial condition and results of operations may be materially adversely affected.

We may fail to recruit, train and retain the highly skilled employees that are necessary to remain competitive and execute our growth strategy.

Competition for key technical personnel in high-technology industries such as ours is intense. We believe that our future success depends in large part on our continued ability to hire, train, retain, and leverage the skills of qualified engineers and other highly skilled personnel needed to continue to develop our artificial intelligence, autonomous flight, and related technologies. We may not be as successful as our competitors at recruiting, training, retaining, and utilizing these highly skilled personnel. Any failure to recruit, train, and retain highly skilled employees may have a material adverse effect on our business.

We depend on the continued service and performance of our key personnel, including Matt George, our CEO and President. Such individuals have acquired specialized knowledge and skills with respect to the Company and its operations. As a result, if any of our key personnel were to leave Merlin Labs, we could face substantial difficulty in hiring qualified successors and could experience a loss of productivity while any such successor obtains the necessary training and expertise. We do not maintain key man insurance on any of our officers or key employees. In addition, much of our key technology and systems is custom-made for our business by our personnel. The loss of key personnel, including key members of our management team, could disrupt our operations and may have a material adverse effect on our business.

Adverse economic conditions, including economic slowdowns, may have a material adverse effect on our business.

We cannot predict the nature, extent, timing or likelihood of any economic slowdown or the strength or sustainability of any economic recovery, worldwide, in the United States or in the aviation industry. Negative conditions in the general economy both in the United States and globally, including conditions resulting from changes in gross domestic product growth, declines in consumer confidence, tariffs, labor shortages, inflationary pressures, rising interest rates, and financial and credit market fluctuations could cause a decrease in business investments, including spending on air travel and otherwise, and could materially and adversely affect the growth of our business.

In addition, geopolitical risks, including those arising from political turmoil, trade tension and/or the imposition of trade tariffs, terrorist activity and acts of civil or international hostility, are increasing. For instance, the ongoing military conflict between Russia and Ukraine and the conflicts in the Middle East have had negative impacts on the global economy and created uncertainty in the global capital markets and are expected to have further global economic consequences, including disruptions of energy markets. Further, other events outside of our control, including natural

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		business combination. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $250,000,000 (or $287,500,000 if the underwriter exercises their over-allotment option in full) will be held in the trust account. The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (ii) will be entitled to registration rights. If we do not complete our initial business combination within the completion window, the private placement warrants will expire worthless.
		For more information, see “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants”.
Transfer restrictions on private placement warrants:		The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination, except as described herein under “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants.”
Proceeds to be held in trust account:		Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriter’s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. The proceeds to be placed in the trust account include $11,875,000 (or up to $13,656,250 if the underwriter’s over-allotment option is exercised in full) in deferred underwriting commissions. For a discussion of the working capital payments, promissory note repayments, certain payments to the underwriter and tax payments which may be made from permitted withdrawals, please see “Use of Proceeds.”
		Except with respect to permitted withdrawals, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance

disasters, climate change-related events and regional or global outbreaks of contagious diseases, may arise from time to time and be accompanied by governmental actions that may increase international tension. Any such events and responses, including regulatory developments, may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chains), loss of life and property damage, and may materially and adversely affect the global economy or capital markets, as well as our business and results of operations. If conditions of the general economy or markets in which we operate worsen from present levels, it could lead to a decrease in air travel and cause owners and operators of business aircraft to cut costs by reducing their purchases or use of private aircraft. Should an economic slowdown occur in the U.S. or globally, our business and results of operations may be materially adversely affected.

We may be unsuccessful at evaluating or pursuing strategic opportunities, which could adversely affect our revenue, financial condition and results of operation.

Our management continuously assesses whether shareholder value would be increased by engaging in strategic and/or financial relationships, transactions or other opportunities, including those that are suggested to us by third parties. There can be no assurance that we will pursue any strategic or financial relationship, transaction or other opportunity, the outcome of which is inherently uncertain. Further, the process of evaluating and pursuing any such relationship, transaction or other opportunity will involve the dedication of significant resources and the incurrence of significant costs and expenses. If we are unable to mitigate these or other potential risks relating to assessing and undertaking strategic opportunities, it may disrupt our business or adversely impact our revenue, financial condition and results of operation.

Risks Related to Our Technology and Intellectual Property

Our business, financial condition, and reputation could be adversely affected if we or any subcontractors, third party suppliers or service providers suffer service interruptions or delays, technology failures, data security incidents, compromises to controlled or sensitive information, damage to equipment or system disruptions or other failures arising from, among other things, force majeure events, cyber-attacks or other malicious activities.

To conduct our business, we rely heavily on the integrity and performance of hardware, network infrastructure, the internet and our information systems (both internal and provided by third parties) (collectively, “IT Systems”). We and certain of our third-party service providers collect, maintain and process data about employees, business partners and others, including information about individuals, as well as proprietary information belonging to our business (collectively “Confidential Information”). If we experience frequent IT System failures that affect our operations, then our reputation, brand and customer retention could be harmed, and such failures could be material breaches of our customer contracts or regulatory requirements resulting in termination rights, penalties or claims for damages.

Our operations and services depend upon the extent to which our and our subcontractors’, suppliers’ or service providers’ IT Systems are protected against compromise, damage or interruption from a disaster. A natural catastrophe, epidemic, pandemic, industrial accident, blackout, telecommunication failure, terrorist attack, or war, or unanticipated problems with our or a critical third party’s disaster recovery systems, could cause IT Systems to be inaccessible to our employees or customers or destroy valuable data. In addition, in the event that a significant number of our managers were unavailable following a disaster, our ability to effectively conduct business could be severely compromised. These interruptions also may interfere with our suppliers’ ability to provide goods and services and our employees’ ability to perform their job responsibilities. Unanticipated problems with, or failures of, our disaster recovery systems or business continuity plans could have a material impact on IT Systems or ability to conduct business and on our results of operations and financial condition.

Despite security measures, our IT Systems may be vulnerable to attacks by external parties or may be compromised due to employee error, malfeasance, hardware or software defects or other disruptions. We may in the future experience service interruptions, service delays or technology or systems failures, which may be due to factors beyond our control. Additionally, we and many of our critical third-party service providers, like other commercial entities, have been, and will likely continue to be, subject to a variety of forms of cyberattacks on our IT Systems, attempts to gain unauthorized access to data and disruptions to our operations. These include, but are not limited to, cyberattacks, social-engineering (e.g., phishing) attacks, credential stuffing and account takeover, malware, ransomware or other extortion tactics, denial of service attacks, and other IT System-related penetrations. Hardware, software or applications developed by us or received from third parties may contain exploitable vulnerabilities, bugs,

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		or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.
Ability to extend time to complete business combination		We have until the date that is 24 months (or 27 months, as applicable) from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or 27-month period, as applicable), we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of permitted withdrawals and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein.
Anticipated expenses and funding sources:		Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest for permitted withdrawals and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and:
		• permitted withdrawals (including for working capital payments, promissory note repayments, certain payments to the underwriter and tax payments); and

or defects in design, maintenance or manufacture or other issues that could compromise information or IT Systems. These attacks can originate from a wide variety of sources/malicious actors, including, but not limited to, persons who constitute an insider threat, who are involved with organized crime, or who may be linked to terrorist organizations or hostile foreign governments. Those and other parties may also attempt to fraudulently induce employees, customers, or other users of our systems to disclose sensitive information in order to gain access to our data or IT Systems or that of our customers or clients through social engineering, phishing, mobile phone malware, and other methods.

There is no assurance that administrative, physical, and technical controls and other preventive actions taken to reduce the risk of cyberattacks or other security incidents will completely or sufficiently protect our IT Systems and data. Cyberattacks are expected to accelerate on a global basis with threat actors becoming increasingly sophisticated in using techniques, including artificial intelligence, that are able to circumvent security controls, evade detection, and even remove forensic evidence. As a result, we may be unable to anticipate, prevent, detect, investigate, contain or recover from future attacks and incidents in a timely or effective manner. If we or critical third parties fail to prevent, detect, address and mitigate such attacks and incidents, it may impede or interrupt our business operations and could adversely affect our business, reputation, financial condition and results of operations.

Regulators, customers, or others may take action against us for any cybersecurity failures. Our continuous technological evaluations and enhancements, including changes designed to update our protective measures, may increase our risk of a breach or gap in our security. Regulators’ and others’ scrutiny of cybersecurity compliance, including in connection with new and developing laws and regulations, is increasing. This, in turn, could increase our compliance costs and operational burdens, especially as regulatory and legislative focus on cybersecurity matters intensifies. For example, as a contractor to the DoW, we are subject to the National Institute of Standards and Technology Special Publication 800-171 and other DoW cybersecurity requirements. In addition, we are subject to the Cybersecurity Maturity Model Certification (“CMMC”) requirement, which requires all contractors to, depending on the level of security required, perform a self-assessment or receive specific third-party cybersecurity certifications to be eligible for contract awards. Any failure to comply with these requirements could restrict or eliminate our ability to bid for, be awarded and perform on DoW contracts. The DoW expects that all new contracts will be required to comply with the CMMC by 2026, and initial requests for information and for proposals have already begun. We are in the process of evaluating our readiness and preparing for the CMMC. We will also be required to go through a CMMC recertification or new self-assessment process periodically, depending on the level of security required. In addition, any obligations that may be imposed on us under the CMMC may be different from, or in addition to, those otherwise required by applicable laws and regulations, which may cause additional expense for compliance. To the extent we, or our subcontractors or other third parties on whom we rely are unable to achieve certification in advance of contract awards that specify the requirement, we may be unable to bid on contract awards or follow-on awards for existing work with the DoW, which could materially and adversely affect our results of operations, financial condition, business and prospects. Failure to comply with these requirements may also subject us to bid protest challenges for the award of new contracts or False Claims Act allegations claiming damages to the government based on such non-compliance.

As our business grows, we may also be subject to certain laws, regulations and other requirements under state, federal and international laws relating to the privacy, security and handling of personal information. The application and interpretation of such requirements are constantly evolving and are subject to change, creating a complex compliance environment. In some cases, these requirements may be either unclear in their interpretation and application, or they may have inconsistent or conflicting requirements with each other. Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security, including in relation to cybersecurity incidents. It is possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur significant costs, implement new processes or change our handling of Confidential Information and business operations. In addition, any failure or perceived failure by us to comply with laws, regulations and other requirements could result in legal claims or proceedings (including class actions), regulatory investigations, enforcement actions or fines and penalties. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.

We or our technology suppliers may be unable to continue to innovate and provide services and software that are useful to our customers.

The market for our services is characterized by evolving technology, changes in customer needs and performance expectations, and frequent new service and product introductions. Our success will depend, in part, on our and our suppliers’ ability to continue to enhance existing technology and services or develop new technology and services on

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		• any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender.
Conditions to completing our initial business combination:		Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.
		Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.
		If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the aggregate value of all of the target businesses will be taken into account for purposes of the 80% fair market value test and we will treat the transactions together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable.

a timely and cost-effective basis. If we or our suppliers fail to adapt quickly enough to changing technology, customer requirements and/or regulatory requirements, our business and results of operations may be materially adversely affected. We expect to have to invest significant capital to keep pace with innovation and changing technology, and if the amount of such investment exceeds our plans or the amount of investment permitted under any future credit arrangements, it may have a material adverse effect on our results of operations.

As is common in industries like ours, changing technology may result in obsolescence as we implement new technologies and retire old technologies. As we encounter such obsolescence, we must ensure that we have a sufficient supply of parts and equipment compatible with our existing technology, as well as access to maintenance, repair and other critical support services, until the transition is completed. Certain suppliers may determine to stop manufacturing and supplying end-of-life parts, products and equipment, or may stop providing related services, prior to completion of our transition. In the event that we are unable to obtain sufficient inventory from our existing suppliers, we would be required to engage new suppliers who have access to the intellectual property required to manufacture and support components that meet our specifications, and we may be unable to contract with such suppliers on commercially reasonable terms, or at all. We have implemented policies and procedures intended to ensure that we timely anticipate technology and product transitions and have access to sufficient inventory and services, but if such policies prove ineffective and we are unable to continue to engage suppliers with the capabilities or capacities required by our business to effect a transition, or if such suppliers fail to deliver quality products, parts, equipment and services in sufficient quantities or on a timely basis consistent with our schedule, our business, financial condition and results of operations may be materially adversely affected. In addition, following our retirement of end-of-life technologies, we may find that we have either obsolete or excess inventory on hand and might have to write off unusable inventory, which could have a material adverse effect on our results of operations.

If we fail to obtain licenses or comply with our obligations in these agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose license rights that are important to our business.

We are party to intellectual property license agreements that are important to our business and expect to enter into additional license agreements in the future. Our existing license agreements impose, and we expect that future license agreements will impose, various obligations on us.

We may need to obtain licenses from third parties to advance our research or allow commercialization of our services and software, and we have done so from time to time. We may fail to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would be unable to further develop and commercialize one or more of our services or software, which could harm our business significantly. We cannot provide any assurances that third-party patents do not exist which might be enforced against our future services and software, resulting in either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation to third parties.

If we are unable to maintain, protect or enforce our intellectual property rights, it may have a material adverse effect on our business, revenue, financial results and prospects.

We rely on trademark, copyright, patent and trade secret law, and contracts (such as confidentiality agreements with our employees, vendors, customers and others) to establish and protect our intellectual property rights. The laws underlying the protections secured through such intellectual property rights are subject to change at any time, and certain agreements may not be fully enforceable, which could restrict our ability to protect our intellectual property rights.

We rely on our trademarks to distinguish our services from those of our competitors and have registered, applied to register, or anticipate registering many of these trademarks, including “MERLIN” and the Merlin Bird Logo. Third parties may oppose our applications or otherwise challenge our use of our registered and unregistered trademarks. If our trademarks are successfully challenged and we lose the right to use those trademarks, we could be forced to rebrand our services, which could result in loss of brand recognition and require us to devote resources to developing new brands. Further, we cannot assure you that competitors will not infringe our trademarks or that we will have adequate resources to enforce our trademark rights if they are infringed or otherwise violated.

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Permitted purchases of public shares and public warrants by our affiliates:		If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial shareholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
		We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.” for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our sponsor, directors, officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
		Additionally, in the event our sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase shares or warrants from public shareholders such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:
		• our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares, rights or warrants from public shareholders outside the redemption process, along with the purpose of such purchases;
		• if our sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

We also rely on trade secret protection for our unpatented proprietary technology to preserve our position in the market. To protect our trade secrets and other proprietary information, we typically require employees, consultants and others to whom we grant access to the information to enter into confidentiality agreements. However, we cannot assure you that we have entered into these agreements with everyone who has access to our proprietary information, that the agreements will provide meaningful protection in the event of any unauthorized use, misappropriation or disclosure of our proprietary information, and that the agreements will not be breached. If we are unable to maintain the proprietary nature of our technologies, our prospects, financial condition, and results of operations could be harmed. Also, trade secret laws do not generally prevent others from independently developing the same or similar technology to ours without improperly accessing or using our proprietary information.

We have applied for and obtained patent protection relating to certain of our proprietary technologies, and we expect to continue to apply for additional patent protection. However, we cannot assure you that our patent applications will be issued as patents, or that any of our issued patents will be of sufficient scope or strength to provide us with meaningful protection or commercial advantage. Further, our issued patents could be challenged, invalidated, rendered unenforceable or circumvented by others. If we fail to obtain issuance of patents, or our patent claims or other intellectual property rights are rendered invalid or unenforceable, or narrowed in scope, the patent protections afforded our proprietary technologies could be impaired. Such impairment could harm our ability to market our services and software, negatively affect our competitive position and harm our business and operating results, including by requiring us to re-design our affected technologies. Competitors may develop and obtain patent protection for more effective designs, methods, processes or other technologies. Also, patent applications in the U.S. typically are not published for a period of time after they are filed, and since publication of discoveries in the scientific or patent literature tends to lag behind the discoveries, we cannot be certain that we will be the first to file patent applications on inventions that we conceive, or that the inventions have not been conceived by others without our knowledge. We cannot assure you that we will learn of all instances of infringement, and even if we become aware of infringement, we cannot assure you that we will have adequate resources to enforce our patents.

Despite our efforts to protect our intellectual property, third parties may attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that our intellectual property is invalid or unenforceable, or that they do not infringe upon our intellectual property. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or may take in the future in an effort to prevent infringement, misappropriation or other violations may be unsuccessful. Litigation is costly and uncertain and diverts management attention and other resources.

Patent, trademark, trade secret and other intellectual property laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as they are protected in the United States. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States. Failure to adequately protect or enforce our intellectual property rights, which on a global scale may be prohibitively expensive, could result in our competitors offering similar services, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business, financial condition, results of operations, cash flow and prospects.

In order to commercialize certain of our services, we may also license patents, as well as unpatented technology, owned by third parties in exchange for royalty payments and our performance of other obligations. Our breach of any of these licenses may expose us to termination of the license, financial liability or legal claims, and the termination of any of the licenses could require us to cease making, using or selling services that exploit the patented technology. In the future, we may not be able to secure rights, on reasonable terms, or at all, to any improvements to the patented inventions that we license. Any of the foregoing may result in a loss of competitive advantage, decrease in our revenue, or increase in our operating expenses, or otherwise adversely affect our prospects, financial condition, and results of operations.

We may be subject to claims that we infringe third party intellectual property rights, which could result in significant costs and materially adversely affect our business and results of operations.

In recent years, there has been substantial intellectual property litigation in the autonomous navigation and related industries. We may in the future face claims that we are violating third-party intellectual property rights, particularly as we expand our business and the services that we offer. As our public profile increases, the possibility of third parties asserting their intellectual property rights against us grows. Our competitors and others may now and in the future have significantly larger patent portfolios than us.

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•While ~~our~~we ~~registration~~try ~~statement/proxy~~to ~~statement~~avoid ~~filed~~infringing ~~for~~the ~~our~~intellectual ~~business~~property ~~combination~~rights ~~transaction would include a representation that any~~ of ~~our securities purchased by our sponsor~~others, ~~initial~~we ~~shareholders,~~may ~~directors,~~unknowingly ~~officers,~~do ~~advisors~~so. orAny ~~their~~claims ~~affiliates would not be voted in favor~~ of ~~approving~~patent ~~the business combination transaction; • our sponsor, initial shareholders, directors, officers, advisors~~ or ~~their~~other ~~affiliates~~intellectual ~~would~~property ~~not possess any redemption rights with respect to our securities or~~infringement, ifeven ~~they~~those dowithout ~~acquire and possess redemption rights~~merit, ~~they~~could ~~would~~be ~~waive~~expensive ~~such rights;~~ and ~~• we would disclose in a Form 8~~time-K,consuming ~~before our security holder meeting~~ to ~~approve the business combination transaction~~defend, ~~the~~cause ~~following~~us ~~material~~to ~~items:~~cease ~~• the amount of our securities purchased outside of the redemption offer by our sponsor~~making, ~~initial~~using ~~shareholders, directors, officers, advisors~~ or ~~their~~selling ~~affiliates,~~services ~~along~~that ~~with~~incorporate ~~the~~or ~~purchase~~otherwise ~~price;~~use • the ~~purpose~~asserted ofintellectual ~~the~~property, ~~purchases~~require byus ~~our~~to ~~sponsor~~redesign, ~~initial shareholders~~reengineer, ~~directors, officers, advisors~~ or ~~their~~rebrand ~~affiliates;~~our •services ~~the impact,~~ if ~~any~~feasible, ofand ~~the~~impair ~~purchases by~~ our ~~sponsor,~~ability ~~initial~~to ~~shareholders,~~retain ~~directors,~~customers ~~officers, advisors~~ or ~~their~~attract ~~affiliates~~prospects. onThird ~~the~~parties ~~likelihood~~may ~~that~~assert ~~the~~their ~~business~~intellectual ~~combination~~property ~~transaction~~rights ~~will~~against ~~be approved; • the identities of~~ our ~~security holders who sold to our sponsor~~customers, ~~initial~~which ~~shareholders,~~could ~~directors,~~cause ~~officers,~~us ~~advisors~~financial orand ~~their~~reputational ~~affiliates (if not purchased on the open market) or the nature of our security holders (e.g.~~harm, 5%and ~~security~~cause ~~holders)~~us ~~who sold~~ to ~~our~~lose ~~sponsor,~~customers ~~initial shareholders, directors, officers, advisors or their affiliates;~~ and •prospects. ~~the~~Claims ~~number~~ of ~~our~~intellectual ~~securities~~property ~~for~~infringement, ~~which~~misappropriation weor ~~have~~other ~~received~~violation ~~redemption~~brought ~~requests~~against ~~pursuant~~us toor our ~~redemption~~customers ~~offer.~~may ~~Please~~require ~~see~~us ~~“Effecting Our Initial Business Combination — Permitted Purchases of Our Securities” for a description of how such persons will determine from which shareholders~~ to ~~seek~~license tothird-party ~~acquire~~intellectual ~~securities~~property. ~~The~~Any ~~purpose~~licensing ofagreements, ~~any~~if ~~such~~required, ~~transaction~~may ~~could~~not be available to ~~(1)~~us ~~increase~~on ~~the~~acceptable ~~likelihood of obtaining shareholder approval of the business combination~~terms, ~~(2)~~if ~~reduce~~at ~~the~~all. ~~number~~A ofsuccessful ~~public~~claim ~~warrants outstanding and/or increase the likelihood~~ of ~~approval~~infringement onagainst ~~any matters submitted to the public warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires~~ us, ~~to have a minimum net worth~~ or ~~a certain amount of cash at~~ the ~~closing~~settlement of ~~our~~an ~~initial~~infringement ~~business combination~~claim, ~~where~~could ~~it appears that such requirement would otherwise not be met. Any such purchases of our securities may~~ result in ~~the~~us ~~completion~~being ofrequired ~~our~~to ~~initial~~pay ~~business~~significant ~~combination that may not otherwise have been possible. In addition~~damages, ifenter ~~such~~into ~~purchases~~costly ~~are~~license ~~made~~agreements, ~~the~~or ~~public~~cease ~~“float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced~~making, ~~which may make it difficult to maintain or obtain the quotation~~using, ~~listing~~ or ~~trading~~selling ofcertain ~~our securities on a national securities exchange~~services. ~~Please~~Any ~~see “Risk Factors — Risks Relating to our Search for, and Consummation~~ of orthese ~~Inability~~events tocould ~~Consummate,~~materially aadversely ~~Business~~affect ~~Combination — If we seek shareholder approval of~~ our ~~initial~~ business ~~combination~~, ~~sponsor,~~financial ~~initial shareholders~~condition, ~~directors, officers, advisors or their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination~~ and ~~reduce~~results ~~the public “float”~~ of ~~our securities~~operations.”

Certain of our suppliers do not indemnify us for third-party claims that our use of the supplier’s technology infringes or otherwise violates third-party intellectual property rights, and we may be liable for such claims. Performance of our intellectual property indemnification obligations and our lack of protection from our suppliers for third-party infringement claims against us may have a material adverse effect on our business and financial condition.

Our use of open-source software could limit our ability to commercialize our technology, and subject us to possible claims or proceedings.

Open-source software is software made available to the public under the terms of an open-source software license, and typically in source code form. Some open-source licenses require as a condition of their distribution that software that is combined with the open-source software and distributed or made available to third parties must be distributed or offered in source code form under the terms of the applicable open-source license. We use open-source software and may not have identified all such open-source software and cannot guarantee that we are in full compliance with the terms of the applicable open-source software licenses. Depending on how we use open-source software and the licenses applicable to it, we could be required to distribute or offer the source code of portions of our proprietary software to recipients of our services for no cost and/or allow the recipients to create derivative works, and the recipients could further license those portions to others, including to competitors. If a licensor of open-source software that we use alleges that we have not complied with the terms and conditions of the applicable license, we may be required to defend the allegations, pay significant damages, cease distributing or making available the software that uses the open-source software, obtain a proprietary or commercial license agreement from the licensor, re-engineer our software, or comply with the terms and conditions of the applicable license. Any of these events could have a material adverse effect on our business.

Material defects or errors in our software, firmware or hardware may damage our reputation, result in claims against us, and impair our ability to sell our services.

Our services rely on complex systems and components that could contain errors or defects. We rely on independent contractors, software vendors, manufacturers and other suppliers to develop, manufacture and supply software, firmware and hardware for these systems and components, any of which may exhibit errors, misconfiguration, bugs, or other design or manufacturing defects. Although we typically have support agreements and other protections in our agreements with these vendors and suppliers, our recourse under the agreements may be insufficient to compensate us for damage or liability that we suffer in the event that the components are faulty or failure to perform in accordance with the expectations of our users and customers. Moreover, maintenance and upgrade of our technologies may be labor and cost-intensive, including due to the geographic coverage of our network, the complexity of the technologies involved, and the need to test them extensively prior to operation. Moreover, aircraft operators use our Merlin Pilot service to autonomously aviate, navigate and communicate with air traffic control and aircraft and other activities that may be mission or safety critical. If errors or defects in our technology impairs the operation of an aircraft or results in damage to an aircraft, loss of or damage to property, serious injury or death could result. Any of these events could expose us to claims and significant liability, result in revocation of regulatory approvals, adversely affect our financial condition and results of operations, and imperil the ongoing operation of our business.

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Redemption rights for public shareholders upon completion of our initial business combination:		We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then-outstanding public shares, subject to the limitations and on the conditions described herein.
		The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination.
Manner of conducting redemptions:		We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
		The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company.
		If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will:
		• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
		• file proxy materials with the SEC.

The centrality of artificial intelligence technology to our services and business exposes us to risks innate to the development of artificial intelligence models and securing intellectual property rights in those models.

We use AI, machine learning, and automated decision-making technologies, including proprietary AI and machine learning algorithms and models (collectively, “AI Technologies”), throughout our business, and we are making significant investments in this area. For example, AI Technologies form the core of our autonomous flight and related technologies.

We expect that increased investment will be required in the future to continuously improve our proprietary AI Technologies and the use thereof. As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of our investments in such technologies will always enhance our services or be beneficial to our business, including our efficiency or profitability.

In particular, if the models underlying our proprietary AI Technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, then the performance of our services, software and business, as well as our reputation, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.

With respect to our services and software that incorporate our proprietary AI Technologies, the market for such services and software is rapidly evolving and unproven in many industries, including our own, and important assumptions about the characteristics of targeted markets, pricing, sales cycles, cost, performance, and perceived value associated with our services and software may be inaccurate. We cannot be sure that the market will continue to grow or that it will grow in ways we anticipate. In addition, market acceptance and consumer perceptions of services and software that incorporate our proprietary AI Technologies are uncertain. Our failure to successfully develop and commercialize our services and software involving our proprietary AI Technologies could depress the market price of our stock and impair our ability to: raise capital; expand our business; provide, improve and diversify our product offerings; continue our operations and efficiently manage our operating expenses; and respond effectively to competitive developments.

In addition to our proprietary AI Technologies, we use AI Technologies licensed from third parties in our technologies and our ability to continue to use such technologies at the scale we need may be dependent on access to specific third-party software and infrastructure. We cannot control the availability or pricing of such third-party AI Technologies, especially in a highly competitive environment, and we may be unable to negotiate favorable economic terms with the applicable providers. If any such third-party AI Technologies become incompatible with our solutions or unavailable for use, or if the providers of such models unfavorably change the terms on which their AI Technologies are offered or terminate their relationship with us, our solutions may become less appealing to our customers, and our business will be harmed. In addition, to the extent any third party AI Technologies are used as a hosted service, any disruption, outage, or loss of information through such hosted services could disrupt our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider.

We are in varying stages of development in relation to our proprietary AI Technologies. The continuous development, maintenance and operation of our proprietary AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems, undetected defects or errors. For instance, the models underlying our proprietary AI Technologies can experience decay (also known as “model drift”) in which its performance and accuracy decrease over time without further human intervention to correct such decay.

We may not be successful in our ongoing development and maintenance of these technologies in the face of novel and evolving technical, reputational and market factors. Our efforts to develop proprietary AI models could increase our operating costs. Our ability to develop proprietary AI models may be limited by our access to processing infrastructure or training data, and we may be dependent on third-party providers for such resources.

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IfCertain weof ~~seek~~the ~~shareholder~~data ~~approval,~~that we ~~will~~use ~~complete~~in ~~our~~developing ~~initial business combination only if we receive an ordinary resolution under Cayman Islands law and~~ our ~~amended~~proprietary ~~and~~AI ~~restated~~Technologies ~~memorandum~~may ~~and~~be ~~articles~~(or ofin ~~association, which requires~~ the ~~affirmative~~future ~~vote~~may ofneed ~~at least a majority of the votes cast by such shareholders as, being entitled~~ to ~~do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such meeting will~~ be) ~~present~~licensed iffrom ~~the holders of at least one~~ third ofparties, ~~issued~~ and ~~outstanding~~we ~~shares entitled to vote at the meeting~~ are ~~represented~~dependent inupon ~~person~~our orability byto ~~proxy.~~obtain ~~Our~~necessary ~~initial~~data ~~shareholders~~licenses ~~will~~within ~~count~~appropriate ~~toward~~time ~~this~~frames ~~quorum~~ and, ~~pursuant~~on tocommercially ~~the~~reasonable ~~letter agreement~~terms, ~~our sponsor, officers~~ and ~~directors~~such ~~have~~third ~~agreed~~parties’ toassurances vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that ~~any public shares~~ such ~~parties~~data ~~may~~was purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Asand aprovided ~~result, in addition~~ to ~~our~~us ~~initial shareholders’ founder shares, we would need 9,375,001, or 37~~lawfully.~~5%,~~ ofOur ~~the~~data ~~25,000,000~~suppliers ~~public~~may ~~shares~~withhold ~~sold~~their indata ~~this~~from ~~offering~~us ~~to be voted~~ in ~~favor~~certain ~~of an initial business combination in order to have our initial business combination approved~~circumstances, ~~assuming~~for ~~all~~example: ~~outstanding~~if ~~shares~~there ~~are voted, the over-allotment option~~ is ~~not~~a ~~exercised~~competitive ~~and~~reason ~~the parties~~ to ~~the letter agreement~~ do ~~not~~so; ~~acquire~~if ~~any~~we ~~Class~~breach ~~A ordinary shares. Assuming that only the holders of one-third of~~ our ~~issued~~contract ~~and~~with ~~outstanding ordinary shares, representing~~ a ~~quorum~~supplier; ~~under~~if ~~our~~they ~~amended~~are ~~and~~acquired ~~restated~~by ~~memorandum~~one ~~and articles~~ of ~~association, vote their shares at a general meeting of the company, we will not need any public shares in addition to~~ our ~~founder~~competitors; ~~shares~~or ~~to be voted in favor of an initial business combination in order to approve an initial business combination. However,~~ if ~~our~~new ~~initial~~laws ~~business combination is structured as a statutory merger~~ or ~~consolidation~~case ~~with another company under Cayman Islands~~ law, ~~the~~restrict ~~approval of our initial business combination will require a special resolution, which requires~~ the ~~affirmative~~use ~~vote~~or ofdissemination ~~at least two-thirds~~ of the ~~votes~~data ~~cast~~they ~~by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company~~provide. ~~In addition~~Additionally, ~~prior~~we tocould ~~the~~terminate ~~closing~~relationships ~~of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to appoint and remove directors prior to or in connection~~ with ~~the completion of~~ our ~~initial~~data ~~business~~suppliers ~~combination~~if ~~and~~they ~~(ii)~~fail ~~will be entitled~~ to ~~vote~~adhere ~~on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required~~ to ~~amend~~ our ~~constitutional~~data ~~documents or to adopt new constitutional documents~~quality, invendor ~~each~~or ~~case,~~other asstandards. aIf ~~result of our approving~~ a ~~transfer~~substantial bynumber ~~way~~ of ~~continuation~~data insuppliers awere jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to ~~redeem~~withdraw ~~their public shares irrespective of whether they vote for~~ or ~~vote~~withhold ~~against~~their ~~the~~data ~~proposed~~from ~~transaction~~us, or ~~whether~~if ~~they~~we dosever ~~not~~ties ~~vote~~with orour ~~abstain~~data ~~from~~suppliers ~~voting~~based on ~~the~~their ~~proposed~~inability ~~transaction,~~to ormeet ~~whether~~our ~~they~~standards, ~~were~~our aability ~~public shareholder on the record date for the general meeting held~~ to ~~approve~~provide ~~the~~services ~~proposed transaction. If a shareholder vote is not required~~ and wesoftware ~~do not decide~~ to ~~hold~~our ~~a shareholder vote for business or other legal reasons~~customers, ~~we will: • conduct the redemptions pursuant to Rule 13e-4~~ and ~~Regulation~~our ~~14E~~revenue ~~of the Exchange Act~~prospects, ~~which~~could ~~regulate~~be ~~issuer~~materially ~~tender~~adversely ~~offers; and~~impacted.

A number of aspects of intellectual property protection in the field of AI and machine learning are currently under development, and there is uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for AI and machine learning systems and relevant system input and outputs. If we fail to obtain protection for the intellectual property rights concerning our AI Technologies or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and development efforts to develop competing products which could adversely affect our business, reputation and financial condition.

Given the long history of development of AI Technologies, other parties may have (or in the future may obtain) patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our own AI Technologies.

We may use AI Technologies, including tools provided by third parties, to develop or assist in the development of our own software code. While use of such tools makes our development process more efficient, AI Technologies have sometimes generated content that is “substantially similar” to proprietary or open-source code on which the AI tool was trained. If the AI Technologies we use generate code that is too similar to other proprietary code, or to software processes that are protected by patent, we could be subject to intellectual property infringement claims. We may also not be able to anticipate and detect security vulnerabilities in such AI generated software code. If our tools generate code that is too similar to open-source code, we risk losing protection of our own proprietary code that is commingled with such code. Finally, to the extent we use third-party AI Technologies to develop software code, the terms of use of these tools may state that the third-party provider retains rights in the generated code.

Risks Related to Litigation and Regulation

We are reliant on aviation regulations and certification from regulatory authorities such as the FAA and/or the CAA and Military Airworthiness authorities to certify our technology on aircraft.

We may experience delays and additional costs to receive one or more of these certifications in order for us to operate aircraft using our technology. We may be unable to obtain or maintain relevant regulatory approvals for the commercialization or operation of our aircraft technologies or services, either in the United States or in foreign markets.

The commercialization of new aircraft and the operation of autonomous flight services require certain regulatory authorizations and certifications, including Type Certification, Production Certification and an air carrier certificate issued by the FAA under Part 119 with Part 135 operations specifications. While we have received our Part 135 Air Carrier Certificate and anticipate being able to obtain the remaining required authorizations and certifications, we may be unable to do so on the timeline we project, or at all. Circumstances outside of our control could delay the receipt of our required certifications. For example, FAA staffing depends, in large part, on the annual appropriations process and the agency’s ability to retain and recruit sufficient resources with relevant experience and expertise. Failure to pass an annual appropriation bill has in the past resulted in temporary government shutdowns. A future shutdown, or a failure by Congress to pass an FAA reauthorization bill (or extension) could delay the rulemaking and certification process. Additionally, recent focus on reducing the size of the federal workforce could negatively impact the availability of resources within the FAA which could delay our progress towards certification.

We are also pursuing certification of our aircraft and approval to operate our services in other countries. While many of these countries have established processes for validating a type certificate issued by the FAA, others, such as the UAE, are developing new processes to leverage our work with the FAA and provide a path for approval of initial

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•operations ~~file~~that ~~tender~~could ~~offer~~precede ~~documents~~type ~~with~~certification in the ~~SEC~~United States. ~~prior~~The toregulatory ~~completing~~agencies ~~our~~charged ~~initial~~with ~~business~~granting ~~combination~~approval ~~which~~for ~~contain substantially the same financial and other information about~~ our ~~initial~~aircraft ~~business combination~~ and ~~the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules,~~ our ~~offer~~services ~~to redeem will remain open for at least 20 business days,~~ in ~~accordance~~other ~~with~~countries ~~Rule~~may ~~14e-1(a) under the Exchange Act, and we will not~~ be ~~permitted~~subject to ~~complete~~many ~~our initial business combination until the expiration~~ of the ~~tender~~same ~~offer~~funding ~~period.~~and Instaffing ~~addition,~~risks ~~the~~that ~~tender~~exist ~~offer~~in ~~will be conditioned on public shareholders not tendering more than~~ the ~~number of shares we are permitted to redeem~~United States. ~~If public shareholders tender more shares than we have offered to purchase~~Additionally, wepursuing ~~will~~certification ~~withdraw the tender offer~~ and ~~not~~operations ~~complete~~outside ~~such initial business combination. Upon~~ the ~~public~~United States ~~announcement~~is ofsubject ~~our initial business combination, if we elect~~ to ~~conduct~~additional ~~redemptions pursuant to the tender offer rules~~risks, weincluding orregulatory ~~our~~regimes ~~sponsor~~that ~~will~~may ~~terminate~~be ~~any~~less ~~plan~~familiar ~~established in accordance with Rule 10b5-1~~ to ~~purchase~~us ~~our~~or ~~Class~~may Ahave ~~ordinary~~less ~~shares~~experience in ~~the~~certifying ~~open~~and ~~market,~~approving innew ~~order~~and tonovel ~~comply with Rule 14e-5 under the Exchange Act~~aircraft. WeIf ~~intend~~we tofail ~~require our public shareholders seeking~~ to ~~exercise~~obtain ~~their~~any ~~redemption~~of ~~rights, whether they are record holders or hold their shares in “street name,” to, at~~ the ~~holder’s~~required ~~option,~~authorizations ~~either deliver their share certificates to our transfer agent~~ or ~~deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system~~certificates, ~~prior to the date set forth in the proxy materials~~ or ~~tender~~do ~~offer~~so documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in ~~connection with~~ a ~~shareholder~~timely ~~vote~~manner, weor ~~intend~~any ~~to require a public shareholder seeking redemption~~ of ~~its~~these ~~public~~authorizations shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or ~~tender~~certificates ~~offer~~are ~~documents~~modified, assuspended applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or ~~action~~revoked ~~from~~after ~~the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and~~ we ~~continue~~obtain ~~to search for a target company~~them, we ~~will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. Our proposed initial business combination~~ may ~~impose a minimum cash requirement for (i) cash consideration to~~ be ~~paid~~unable to ~~the~~launch ~~target~~our orcommercial ~~its~~service ~~owners, (ii) cash for working capital~~ or ~~other~~do ~~general~~so ~~corporate~~on ~~purposes or (iii)~~ the ~~retention~~timelines ~~of cash to satisfy other conditions. In the event the aggregate cash consideration~~ we ~~would~~project be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and ~~all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We~~ may, ~~however,~~have ~~raise~~an ~~funds~~adverse ~~through~~impact ~~the~~on ~~issuance of equity-linked securities or through loans, advances or other indebtedness in connection with~~ our ~~initial~~ business ~~combination~~, ~~including~~financial ~~pursuant~~condition toand ~~forward~~results ~~purchase agreements or backstop arrangements we may enter into following consummation~~ of ~~this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements~~operations.

Regulation by United States and foreign government agencies, including the FAA and CAA, which regulates the civil aviation manufacturing and repair industries in the United States and New Zealand, may increase our costs of providing service or require us to change our services.

Any inability to obtain, delay in obtaining (including as a result of a government shutdown or funding shortages), or change in, needed FAA certifications, authorizations, or approvals, could have an adverse effect on our ability to meet our research & development, installation commitments, manufacture and sell parts for installation on aircraft, or expand our business. Following installation of our equipment, if we were to discover that our equipment or components of our equipment were not in compliance with the FAA’s requirements, or if the FAA’s requirements changed, our non-compliance could result in our incurring material costs to inspect and modify or replace such equipment, and could result in our system being turned off or installed aircraft being grounded. If we fail to comply with the FAA’s many regulations and standards that apply to our activities, we could lose the FAA certifications, authorizations, or other approvals on which our research & development, manufacturing, installation, maintenance, preventive maintenance and alteration capabilities are based. In addition, from time to time, the FAA or comparable foreign agencies adopt new regulations or amend existing regulations. The FAA could also change its policies regarding the delegation of inspection and certification responsibilities to private companies, which could adversely affect our business. To the extent that any such new regulations or amendments to existing regulations or policies apply to our activities, our compliance costs would likely increase. Software updates and feature changes may trigger re-certification, delaying deployment and increasing costs.

Adverse decisions or regulations of these U.S. and foreign regulatory bodies may have a material adverse effect on our business and results of operations. We are unable to predict the impact of regulations and other policy changes that could be adopted by the various governmental entities that oversee portions of our business.

A shifting regulatory framework governing use of AI in the United States and abroad may hinder our ability to develop, maintain, or deploy the technologies at the core of our business.

The regulatory framework for AI Technologies is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations. Additionally, existing laws and regulations may be interpreted in ways that would affect the operation of our AI Technologies or could be rescinded or amended as new administrations take differing approaches to evolving AI Technologies. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet completely determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.

Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI Technologies, and new laws regulating AI Technologies have either entered into force in the United States and the EU in 2025 or are expected to enter into force in 2026.

It is also possible that further new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our services, software and business and the way in which we use AI Technologies. Further, the cost to comply with such laws, regulations, and decisions could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI Technologies). Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.

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Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote:		Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.
Release of funds in trust account on closing of our initial business combination:		On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriter their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.

We are subject to the FCPA and other anti-corruption, anti-bribery and anti-money laundering laws in various jurisdictions around the world. The FCPA, the Bribery Act and similar applicable laws generally prohibit companies, their officers, directors, employees and third-party intermediaries, business partners and agents from making improper payments or providing other improper things of value to government officials or other persons. We and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and other third parties where we may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, resellers and agents, even if we do not explicitly authorize such activities. While we have policies and internal controls to address compliance with such laws, we cannot assure you that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. To the extent that we learn that any of our employees, third-party intermediaries, agents, or business partners do not adhere to our policies, procedures, or internal controls, we are committed to taking appropriate remedial action. In the event that we believe or have reason to believe that our directors, officers, employees, third-party intermediaries, agents, or business partners have or may have violated such laws, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances. Detecting, investigating and resolving actual or alleged violations can be extensive and require a significant diversion of time, resources and attention from senior management. Any violation of the FCPA, the Bribery Act, or other applicable anti-bribery, anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, fines and penalties, all of which may have a material adverse effect on our business, financial condition and results of operations.

Expenses, liabilities or business disruptions resulting from litigation could adversely affect our results of operations and financial condition.

Our operations are characterized by the use of new technologies and services across multiple jurisdictions that implicate various statutes and a range of rules and regulations that may be subject to broad or creative interpretation. This may result in litigation, including class action lawsuits, the outcome of which may be difficult to assess or quantify due to the potential ambiguity inherent in these regulatory schemes and/or the nascence of our technologies and services. Plaintiffs may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. Any such claims or litigation may be time-consuming and costly, divert management resources, require us to change our services and software, or require us to pay significant monetary damages, which may have a material adverse effect on our results of operations. From time to time, we may also be subject to other claims or litigation in the ordinary course of our business, including, for example, claims related to employment matters.

In addition, costly and time-consuming litigation could be necessary to enforce our existing contracts and, even if successful, may have a material adverse effect on our business. In addition, litigation by or against any customer or supplier could have the effect of negatively impacting our reputation and goodwill with existing and potential customers and suppliers.

Risks Related to Our Securities

Sales of a substantial number of our securities in the public market by the selling securityholders and/or by our existing securityholders could cause the price of our shares of Common Stock to fall.

Sales, or the perception of potential sales, of a substantial number of shares of our common stock, shares of Series A Preferred Stock, Series A Warrants and/or shares issuable upon conversion or exercise thereof by the selling securityholders and/or by our existing securityholders could cause the market price of our common stock to decline. This risk may be heightened because certain selling securityholders acquired, or have the right to acquire, securities at prices significantly below the current market price of our common stock and therefore may have an incentive to sell even if public investors experience losses on their investment.

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Redemption of public shares and distribution and liquidation if no initial business combination:		Our amended and restated memorandum and articles of association provide that we will have only the completion window to complete our initial business combination. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of permitted withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the trust account. However, if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window.
		The underwriter has agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within the completion window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
		Our sponsor, officers and directors have agreed, pursuant to a letter agreement, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then-outstanding public shares. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment.

The selling securityholders can sell, under this prospectus, (a) up to 74,425,569 shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock and (b) up to 50,777,520 shares of Common Stock issuable upon the exercise of the Series A Warrants at an exercise price of $5.00. Depending on the price, the public securityholders may have paid significantly more than the selling security holders for any shares they may have purchased in the open market based on variable market price.

Sales of a substantial number of our shares of Common Stock in the public market by the selling securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Common Stock.

The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, some of the selling securityholders may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices described elsewhere in this prospectus.

The Charter designates certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

The Charter provides that, unless we consent in writing to an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware or, in the event that the Chancery Court does not have jurisdiction, a state court located within the State of Delaware or the federal district court for the District of Delaware, shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of, or a claim based on, fiduciary duty owed by any current or former directors, officers, and employees of Merlin, Inc. to it or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Charter or the Bylaws or (iv) any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Chancery Court having personal jurisdiction over the indispensable parties named as defendants therein (the “Delaware Forum Provision”). The Delaware Forum Provision will not apply to any causes of action arising under the Securities Act or the Exchange Act. The Charter further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the U.S. is the sole and exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act (the “Federal Forum Provision”). This provision in the Charter does not address or apply to claims that arise under the Exchange Act; however, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. To the extent these provisions could be construed to apply to such claims, there is uncertainty as to whether a court would enforce such provisions in connection with such claims, and stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in the Charter.

The Delaware Forum Provision and the Federal Forum Provision may impose additional litigation costs on stockholders in pursuing any such claims. Additionally, the forum selection clauses may limit our stockholders’ ability to bring a claim in a forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers and employees even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our Federal Forum Provision. If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Chancery Court and the federal district courts of the U.S. may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

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Limited payments to insiders:		We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from permitted withdrawals:
		• Repayment of up to an aggregate of $750,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
		• Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial business combination;
		• We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
		• Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
		• Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
Audit committee:		We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by the rules of Nasdaq and Rule 10A of the Exchange Act. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management — Committees of the Board of Directors — Audit Committee.”
Conflicts of Interest:		Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in,

The Charter also requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought in the Chancery Court or, if that court does not have jurisdiction, a state court located within the State of Delaware or the federal district court for the District of Delaware.

The Certificate of Designation for our Series A Cumulative Convertible Preferred Stock and Warrants each contain “full ratchet” anti-dilution provisions applicable to the conversion price and exercise price, respectively, which may result in a greater number of shares of Common Stock being issued upon conversions or exercises of the Series A Preferred Stock and Warrants.

The Certificate of Designations of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock and the Series A Investor Warrant each include “full ratchet” anti-dilution adjustments to, respectively, the conversion price and the exercise price, subject to customary “Exempt Issuance” carve-outs and an aggregate $500,000 capital-raising threshold following Closing. As a result, upon any non-exempt issuance of equity or equity-linked securities at an effective price per share below the then-applicable conversion or exercise price, such price is reduced to the new issuance price (subject to other stated adjustments), which may increase the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock or exercise of the Warrants. The initial exercise price of the Warrants is $12.00 per share of Common Stock, and when the exercise price is reduced, the number of shares underlying the Warrants increases proportionately so that the aggregate exercise price payable immediately before and after the adjustment remains the same. Because the Series A Preferred Stock votes together with the Common Stock on an as-converted basis, any reduction in the conversion price immediately dilutes the voting percentage of holders of Common Stock even if no conversion occurs.

Further, it is possible that we will not have a sufficient number of available shares to satisfy the conversion of the Series A Preferred Stock and exercise of the Warrants if the applicable conversion price or exercise price is reduced. If we do not have a sufficient number of available shares for such conversions or exercises, we will be required to increase our authorized shares, which may not be possible and will be time-consuming and expensive.

There may not be an active trading market for our Common Stock, which may make it difficult to sell our shares of Common Stock.

An active trading market for our Common Stock may not be sustained. If an active trading market for our Common Stock is not sustained, you may not be able to sell your shares at an attractive price or at all. Furthermore, an inactive market may also impair our ability to raise capital by selling our shares of Common Stock in the future, and may impair our ability to enter into strategic collaborations or acquire companies or products by using our shares of Common Stock as consideration.

The requirements of being a public company in the U.S. may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that result from being a public company in the U.S. may be greater than we anticipate.

Requirements associated with being a public company in the United States require significant resources and management attention. We are subject to certain reporting requirements of the Exchange Act, and the other rules and regulations of the SEC, and Nasdaq. We are also subject to various other regulatory requirements, including the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make some activities more time-consuming and costly. For example, these rules and regulations have made it, and may continue to make it, more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our Board. In addition, as a public company, we are required to provide a report from management on our internal control over financial reporting that includes an assessment of the effectiveness of these controls. Internal control over financial reporting has inherent limitations, including human error, the possibility that controls could be circumvented or become inadequate because of changed conditions and fraud. Because of these inherent limitations, internal control over financial reporting might not prevent or detect all misstatements. If we cannot provide reliable financial reports or prevent fraud and errors in our financial statements, our reputation and operating results could be materially adversely affected. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. In addition, complying with rules and regulations and the increasingly complex laws pertaining to

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orpublic incompanies ~~being~~requires ~~offered~~substantial anattention ~~opportunity~~from to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our ~~officers~~senior ~~or directors will materially affect our ability to complete our initial business combination. Our sponsor~~management, ~~officers or directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in~~ which ~~we are seeking an initial business combination. As a result, our sponsor, officers and directors~~ could ~~have~~divert conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Our executive officers and our directors may have interests that differ from you in connection with the business combination, including the fact that they may lose their ~~entire~~attention ~~investment~~away ~~in us if our initial business combination is not completed, except to the extent they receive liquidating distributions~~ from ~~assets outside~~ the ~~trust account, and accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which~~ day-to-day ~~effectuate~~management ~~our initial business combination. Additionally, the personal and financial interests~~ of our ~~directors and executive officers may influence their motivation in timely identifying and pursuing an initial~~ business ~~combination or completing our initial business combination~~. ~~The~~These ~~different~~cost ~~timelines~~increases ~~of competing business combinations could cause our directors~~ and executive officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors’ and executive officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the ~~terms,~~diversion ~~conditions and timing~~ of ~~a particular business combination are appropriate and in our shareholders~~management’s ~~best~~attention ~~interest, which~~ could ~~negatively~~materially ~~impact the timing for a business combination. In addition to the above, our officers~~ and ~~directors~~adversely ~~are~~affect ~~not required to commit any specified amount of time to~~ our ~~affairs~~business, ~~and,~~results ~~accordingly, may have conflicts~~ of ~~interest~~operations ~~in allocating management time among various business activities, including selecting a business combination target~~ and ~~monitoring~~financial ~~the related due diligence~~condition. ~~See~~We ~~“Risk~~are ~~Factors~~also —hiring ~~Our~~additional ~~officers~~personnel ~~and directors will allocate their time~~ to ~~other~~support ~~businesses thereby causing conflicts of interest in their determination as to how much time to devote to~~ our ~~affairs.~~financial ~~This~~reporting ~~conflict~~function ~~of interest could have a negative impact on our ability to complete our initial business combination.” Additionally, our sponsor~~ and executive officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our sponsor and executive officers and directors have agreed to waive their redemption rights with respect to any founder shares held by them if we are unable to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or by such earlier liquidation date as our board of directors may ~~approve.~~face Ifchallenges ~~we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held~~ in ~~the~~doing ~~trust account will be used to fund the redemption of our public shares, and the private placement warrants may expire worthless~~so.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline. The market values of these securities at the time of the Business Combination could have varied significantly from their prices on the date the Business Combination Agreement was executed, the date of this prospectus, or the date on which Inflection Point’s shareholders voted on the Business Combination. Because the number of shares issued pursuant to the Business Combination Agreement was based on the per share value of the amount in the Trust Account and was not adjusted to reflect any changes in the market price of Inflection Point Class A Ordinary Shares, the market value of our shares of Common Stock and securities converted or exercised for shares of our Common Stock issued in the Business Combination could have been higher or lower than the values of these securities on earlier dates.

In addition, following the Business Combination, our shares of Common Stock do not have any redemption rights like the Inflection Point’s public shares had and fluctuations in the price of shares of our Common Stock could contribute to the loss of all or part of your investment. The trading price of shares of our Common Stock following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Inflationary pressures, increases in interest rates and other adverse economic and market forces may contribute to potential downward pressures in market value of shares of Common Stock. Additionally, any of the risk factors discussed in this prospectus could have a material adverse effect on your investment and shares of Common Stock may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of shares of Common Stock may not recover and may experience a further decline.

Broad market and industry factors may materially harm the market price of shares of Common Stock irrespective of our operating performance. The stock market in general, and Nasdaq specifically, has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which they were acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to us could depress our share price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

General Risk Factors

We are subject to economic uncertainty and capital markets volatility, including as a result of changes in U.S. and foreign government policies, regulatory developments, trade restrictions, tariffs, inflation, interest rates, military conflicts and broader geopolitical instability, any of which could adversely affect our business, results of operations, financial condition and access to capital.

U.S. and global markets have recently been experiencing volatility and disruption caused by economic uncertainty, including as a result international trade disputes and ongoing military disputes and related geopolitical uncertainty. International trade disputes, including threatened or implemented tariffs by the Trump administration and threatened or implemented tariffs by foreign countries in retaliation, could adversely impact our business. Trade disputes could also adversely impact supply chains which could now or in the future increase costs for us or delay delivery of key inventories and supplies. Trade disputes can also be highly disruptive to global financial markets. The length and impact of the ongoing trade disputes and military conflicts are highly unpredictable. We are continuing to monitor the trade disputes, inflation, interest rates and the military conflicts and the impacts to global capital markets, to our business.

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~~With~~Changes ~~certain~~in ~~limited~~tax ~~exceptions,~~laws ~~the~~could founder shares will not be transferable, assignable or salable by our sponsor or its permitted transferees until one year after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and executive officers and directors may directly or indirectly own ordinary shares and warrants following this offering, our executive officers and directors may have a ~~conflict~~material ofadverse ~~interest~~effect inon ~~determining whether a particular target business is an appropriate business with which to effectuate~~ our ~~initial~~ business ~~combination because of their financial interest in completing an initial business combination within 24 months (or 27 months~~, ascash applicable) from the closing of this offering or by such earlier liquidation date as our board of directors may approve. Indemnity by the sponsor in the event of liquidation without a businesscombination Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to usflow, orresults ~~a prospective target business with which we have entered into a written letter~~ of ~~intent,~~operations ~~confidentiality~~ or ~~other~~financial similar agreement or business combination agreement (except for the Company’s independent registered public accounting firm), reduce the amount of funds in the trust account to below the lesser of (i) $10conditions.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, net of permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.

The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws, regulations, or rulings, or changes in interpretations of existing laws and regulations, could materially affect our financial position and results of operations. For example, the 2017 Tax Cuts and Jobs Act, or Tax Act, made broad and complex changes to the U.S. tax code, including changes to U.S. federal tax rates, additional limitations on the deductibility of interest, both positive and negative changes to the utilization of future NOL carryforwards, and allowing for the expensing of certain capital expenditures. The 2020 Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, modified certain provisions of the Tax Act. In addition, on August 16, 2022, the Inflation Reduction Act of 2022, or IR Act, among other provisions, imposes a 15% minimum tax on the adjusted financial statement income of certain large corporations and a 1% excise tax on corporate stock repurchases by U.S. publicly traded corporations and certain U.S. subsidiaries of non-U.S. publicly traded corporations, as well as significant enhancements of U.S. tax incentives relating to climate and energy investments. Most recently, the “One Big Beautiful Bill Act” (the “OBBBA”), which was signed into law on July 4, 2025, made significant changes to federal tax law and other regulatory provisions, including, among others, permanently restoring an EBITDA-based business interest deduction limitation, permanently restoring 100% bonus depreciation for certain property, and permanently restoring immediate expensing for certain domestic research and experimental expenditures. The exact impact of the Tax Act, the CARES Act, the IR Act and the OBBBA for future years is difficult to quantify, but these changes could materially affect our effective tax rate in future periods, in addition to any changes made by new tax legislation.

As we expand the scale of our business activities, changes to the taxation of our activities could increase our overall effective tax rate, increase the amount of taxes imposed on our business, and harm our financial position. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Accordingly, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Common Stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private

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~~Summary~~companies adopt the new or revised standard. This may make comparison of our financial ~~data~~statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~Additionally, ~~following~~we ~~table~~are ~~summarizes~~a ~~the~~“smaller ~~relevant~~reporting ~~financial~~company” ~~data~~as ~~for~~defined ~~our~~in ~~business~~Item 10(f)(1) of ~~and~~Regulation S-K. Smaller ~~should~~reporting becompanies ~~read~~may ~~with~~take ~~our~~advantage ~~financial~~of ~~statements~~certain reduced disclosure obligations, ~~which~~including, ~~are~~among ~~included~~other inthings, ~~this~~providing ~~prospectus~~only two years of audited financial statements. WeTo ~~have~~the ~~not~~extent ~~had~~that ~~any~~we ~~significant~~take ~~operations~~advantage toof ~~date~~the reduced disclosure obligations available for smaller reporting companies, soit ~~only~~may ~~balance~~also ~~sheet~~make ~~data~~comparison isof ~~presented~~our financial statements with other public companies difficult or impossible.

	June 30, 2024
	Actual			As Adjusted
Balance Sheet Data:
Working capital deficiency (1)	$	(47,430	)	$	(671,980	)
Total assets(2)	$	53,812		$	249,995,020
Total liabilities(3)	$	58,792		$	13.792,000
Value of ordinary share subject to possible redemption(4)	$	—		$	250,000,000
Shareholders’ equity (deficit)(5)	$	(4,980	)	$	(13,796,980	)

____________

(1) The “as adjusted” calculation includes $(4,980) of actual shareholders’ deficit on June 30, 2024, less $667,000 of over-allotment liability.

(2) The “as adjusted” calculation equals $250,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $(4,980) of actual shareholders’ deficit on June 30, 2024.

(3) The “as adjusted” calculation equals $11,875,000 of deferred underwriting commissions, assuming the over-allotment option is not exercised, plus the over-allotment liability of $667,000 plus the portion of the underwriters fee to be paid from permitted withdrawals of interest earned on the amounts held in the trust account of $1,250,000.

(4) Represents the 25,000,000 ordinary shares at $10.00 per share sold in the offering.

(5) Excludes 25,000,000 ordinary shares purchased in the public market which are subject to conversion in connection with our initial business combination. The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of ordinary shares that may be converted in connection with our initial business combination ($10.00 per share).

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~~Risks~~USE OF PROCEEDS

WeAll ~~are~~of a recently incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the ~~background~~shares of ~~our~~Common ~~management team~~Stock, ~~but~~Series A ~~also~~Preferred ~~the~~Stock ~~special~~or ~~risks we face as a blank check company. This offering is not being conducted in compliance with Rule~~Series ~~419~~A ~~promulgated~~Warrants ~~under~~offered by the ~~Securities~~selling ~~Act.~~securityholders ~~Accordingly, you~~ will ~~not~~ be ~~entitled~~sold toby ~~protections~~them ~~normally~~for ~~afforded~~their torespective ~~investors in Rule 419 blank check offerings~~accounts. ~~Please~~We ~~see~~will ~~“Effecting~~not ~~our~~receive ~~Initial~~any ~~Business Combination — Comparison~~ of ~~This~~the ~~Offering~~proceeds ~~to Those of Blank Check Companies Subject to Rule 419” for additional information concerning how Rule 419 blank check offerings differ~~ from ~~this offering. You should carefully consider~~ these ~~and the other risks set forth in the section entitled “Risk Factors” in this prospectus~~sales.

~~Summary~~The selling securityholders will pay any underwriting fees, discounts, selling commissions, stock transfer taxes, and certain legal expenses incurred by such selling securityholders in disposing of ~~Risk~~their ~~Factors~~shares of Common Stock, and we will bear all other costs, fees, and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees, and fees and expenses of our counsel and our independent registered public accountants.

AnWe ~~investment~~will inreceive ~~our~~any ~~securities~~proceeds ~~involves~~from athe ~~high~~exercise ~~degree~~ of ~~risk.~~the ~~The~~Series A ~~occurrence~~Warrants offor ~~one~~cash, orbut ~~more~~not offrom the ~~events~~resale orof ~~circumstances~~the ~~described~~shares inof ~~the~~Common ~~section~~Stock ~~titled~~issuable ~~“Risk~~upon ~~Factors,”~~such ~~alone~~exercise or inexchange. ~~combination~~We ~~with~~intend ~~other~~to ~~events~~use orthe ~~circumstances,~~proceeds ~~may~~received ~~materially~~from ~~adversely~~the ~~affect~~exercise ~~our~~of ~~business~~the warrants, ~~financial~~if ~~condition~~any, ~~and~~for ~~operating~~general ~~results.~~corporate Inpurposes, ~~that~~which ~~event~~may include capital expenditures, ~~the~~potential ~~trading~~acquisitions, ~~price~~growth ofopportunities ~~our~~and ~~securities~~strategic ~~could~~transactions. ~~decline~~However, ~~and~~we ~~you~~have ~~could~~not ~~lose~~designated ~~all~~any orspecific ~~part~~uses ofand ~~your~~have ~~investment.~~no ~~Such~~current ~~risks~~agreement ~~include,~~with ~~but~~respect ~~are~~to ~~not~~any ~~limited~~acquisition ~~to:~~or strategic transaction.

• We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

• Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

• Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

• Our sponsor will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

• If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

• The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

• The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.

• The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

• If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.

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~~• You~~DIVIDEND ~~will~~POLICY not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

~~• Nasdaq~~We ~~may~~have ~~delist~~not ~~our~~paid ~~securities~~any ~~from~~cash ~~trading~~dividends on ~~its~~our ~~exchange,~~Common ~~which~~Stock ~~could~~and ~~limit~~have ~~investors’~~no ~~ability~~current plans to ~~make~~pay ~~transactions~~dividends inon our ~~securities~~Common ~~and~~Stock. ~~subject~~Our usSeries A toPreferred ~~additional~~Stock ~~trading~~accrues ~~restrictions~~cumulative dividends daily at a rate of 12.0% per annum of the Accrued Value (if paid in kind) or 10% per annum of the Accrued Value (if paid in cash). Such dividends compound semi-annually.

• The ~~nominal~~declaration, ~~purchase~~amount, ~~price~~and ~~paid~~payment byof any future dividends on shares of Common Stock is at the sole discretion of our ~~sponsor~~Board, ~~for~~and we may reduce or discontinue entirely the ~~founder~~payment ~~shares~~of such dividends at any time. Our Board may ~~result~~take ininto ~~significant~~account ~~dilution~~general toand ~~the~~economic ~~implied~~conditions, ~~value~~our offinancial ~~your~~condition ~~public~~and ~~shares~~operating ~~upon~~results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the ~~consummation~~payment of dividends by us to our ~~initial~~stockholders ~~business~~or ~~combination~~by our subsidiaries to us, and such other factors as our Board may deem relevant.

~~• The~~We ~~value~~are a holding company and have no material assets other than our ownership of ~~the~~equity ~~founder~~interests ~~shares~~of ~~following~~Merlin ~~completion~~Labs. As the sole stockholder of ~~our~~Merlin ~~initial~~Labs, ~~business~~we ~~combination~~have isbroad ~~likely~~discretion to bemake ~~substantially~~distributions ~~higher~~out ~~than~~of Merlin Labs. In the ~~nominal~~event ~~price~~we ~~paid~~declare ~~for~~any ~~them~~cash dividend, ~~even~~we ifexpect that we, as the ~~trading~~sole ~~price~~stockholder of ~~our~~Merlin ~~ordinary~~Labs, atwould ~~such~~cause ~~time~~Merlin isLabs ~~substantially~~to ~~less~~make ~~than~~distributions ~~$10.00~~to ~~per~~us ~~share~~in an amount sufficient to cover such cash dividends declared by us.

~~• You~~Any ~~will~~financing ~~not~~arrangements bethat ~~entitled~~we enter into in the future may include restrictive covenants that limit our ability to ~~protections~~pay ~~normally~~dividends. ~~afforded~~In addition, Merlin Labs is generally prohibited under Delaware law from making a distribution to ~~investors~~a stockholder to the extent that, at the time of ~~many~~the ~~other~~distribution, ~~blank~~after ~~check~~giving ~~companies~~effect to the distribution, liabilities of Merlin Labs (with certain exceptions) exceed the fair value of its assets.

• If the permitted withdrawals are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or our management team to fund our search and to complete our initial business combination.

• Past performance by our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.

• We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investor.

• To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we would likely receive less interest on the funds held in the trust account, which would likely reduce the dollar amount our public shareholders would receive upon any redemption or liquidation.

• Depending on the details of our initial business combination, a U.S. federal excise tax could be imposed on us in connection with any redemptions of our Class A ordinary shares in connection with such initial business combination.

• If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

• Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

• Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East and Southwest Asia.

• Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.

• We may reincorporate in or transfer by way of continuation to another jurisdiction which may result in taxes imposed on shareholders and/or warrant holders.

• The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus.

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~~Risk~~UNAUDITED ~~Factors~~PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

AnThe ~~investment~~following inunaudited ~~our~~pro ~~securities~~forma ~~involves~~condensed acombined ~~high~~balance ~~degree~~sheet ofas ~~risk. You should consider carefully all~~ of ~~the risks described below~~December 31, ~~together~~2025 ~~with~~and the ~~other~~unaudited ~~information~~pro ~~contained~~forma incondensed ~~this~~combined ~~prospectus,~~statement ~~before~~of ~~making~~operations afor ~~decision~~the toyear ~~invest~~ended inDecember 31, ~~our~~2025 ~~units.~~present ~~If any of~~ the ~~following~~combined ~~events~~financial ~~occur,~~information ~~our~~of ~~business,~~Inflection ~~financial~~Point ~~condition~~ and ~~operating~~Merlin ~~results~~Labs ~~may~~after begiving ~~materially~~effect ~~adversely~~to ~~affected. In that event,~~ the ~~trading~~Business ~~price~~Combination ~~of our securities could decline,~~ and ~~you~~related ~~could~~adjustments ~~lose~~described ~~all~~in orthe ~~part~~accompanying ~~of your investment~~notes.

~~Risks~~Inflection ~~Relating~~Point towas ~~our~~incorporated ~~Search~~on ~~for~~June 24, 2024 in the Cayman Islands and ~~Consummation~~is a publicly traded special purpose acquisition company listed on the Nasdaq under the symbols “BACQU,” “BACQ,” and “BACQR.” Inflection Point was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or ~~Inability~~similar business combination with one or more businesses. The Sponsor is Inflection Point Acquisition Corp. IV (f/k/a Bleichroeder Sponsor I LLC). Prior to ~~Consummate~~the closing of the Business Combination, Inflection Point domesticated as a Delaware corporation and was renamed “Merlin, Inc.”, pursuant to the terms of the Business Combination Agreement.

~~Our~~Merlin ~~public~~Labs ~~shareholders~~(referred ~~may~~to ~~not~~in bethis ~~afforded~~prospectus anas ~~opportunity~~“Legacy Merlin” in its capacity prior to ~~vote~~the Business Combination) was incorporated on ~~our~~October 10, ~~proposed~~2018 ~~initial~~as ~~business~~a ~~combination~~Delaware corporation under the name Apollo Flight Research, Inc. and ~~even~~changed ifits wename ~~hold~~to aMerlin ~~vote~~Labs, ~~holders~~Inc. on October 27, 2020. Merlin Labs, Inc. is the parent company of ~~our~~two ~~founder~~wholly-owned ~~shares~~subsidiaries: ~~will~~Merlin ~~participate~~Labs inNZ ~~such~~Limited ~~vote~~(“MLNL”), ~~which~~a ~~means~~New weZealand ~~may~~limited ~~complete~~company, ~~our~~was ~~initial~~incorporated ~~business~~on ~~combination~~August 17, ~~even~~2020 ~~though~~and Merlin Labs Securities Corporation (“MLSC”), a ~~majority~~Massachusetts ofSecurities ~~our~~Corporation, ~~public~~was ~~shareholders~~incorporated doon ~~not~~December 13, ~~support~~2022 ~~such~~(MLNL, aMLSC ~~combination~~and Merlin Labs Inc., collectively, “Merlin Labs” or the “Company”).

WeThe ~~may~~unaudited ~~choose~~pro ~~not~~forma tocondensed ~~hold~~combined afinancial ~~shareholder~~information ~~vote~~has tobeen ~~approve~~prepared ~~our~~in ~~initial~~accordance ~~business~~with ~~combination~~Article 11 ~~unless~~of ~~the~~Regulation S-X. The ~~business~~unaudited ~~combination~~pro ~~would~~forma ~~require~~condensed ~~shareholder~~combined ~~approval~~balance ~~under~~sheet ~~applicable~~as ~~law~~of orDecember 31, ~~stock~~2025 ~~exchange~~combines ~~listing requirements. In such case,~~ the ~~decision~~historical asaudited tocondensed ~~whether~~balance wesheet ~~will~~of ~~seek~~Inflection ~~shareholder~~Point ~~approval~~as of ~~a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us~~December 31, ~~solely~~2025 inwith ~~our~~the ~~discretion,~~historical ~~and~~audited ~~will~~condensed beconsolidated ~~based~~balance onsheet ~~a variety~~ of ~~factors,~~Merlin ~~such~~Labs as ~~the timing~~ of ~~the~~December 31, ~~transaction~~2025, ~~and~~giving ~~whether~~effect ~~the~~to ~~terms of~~ the ~~transaction~~Business ~~would~~Combination ~~otherwise~~and ~~require~~related ustransactions toas ~~seek shareholder approval. Even~~ if wethey ~~seek~~had ~~shareholder~~been ~~approval,~~consummated ~~the holders of our founder shares will participate in the vote~~ on ~~such~~December 31, ~~approval~~2025. ~~Accordingly,~~Inflection wePoint ~~may~~and ~~complete~~Merlin ~~our~~Labs ~~initial~~have ~~business combination even if holders of a majority of our ordinary shares do~~ not ~~approve~~had ofany ~~the~~historical ~~business~~relationship ~~combination~~prior weto ~~complete. Please see~~ the ~~section entitled “Effecting our Initial~~ Business Combination ~~— Shareholders~~. ~~May~~Accordingly, ~~Not~~no ~~Have~~pro ~~the~~forma ~~Ability~~adjustments towere ~~Approve~~required ~~Our~~to ~~Initial~~eliminate ~~Business~~activities ~~Combination”~~between ~~for~~the ~~additional information~~companies.

IfThe weunaudited ~~seek~~pro ~~shareholder~~forma ~~approval~~condensed combined statement of ~~our~~operations ~~initial~~for ~~business~~the ~~combination~~year ended December 31, ~~our~~2025 ~~initial~~combines ~~shareholders~~the ~~and~~historical ~~management~~audited ~~team~~condensed ~~have~~statement ~~agreed~~of tooperations ~~vote~~of inInflection ~~favor~~Point offor ~~such~~the ~~initial~~year ~~business~~ended ~~combination~~December 31, ~~regardless~~2025 with the historical audited condensed consolidated statement of ~~how~~operations ~~our~~of ~~public~~Merlin ~~shareholders~~Labs ~~vote~~for the year ended December 31, 2025, giving effect to the Business Combination as if it had been consummated on January 1, 2025, the beginning of the earliest period presented.

~~Our~~The ~~initial~~unaudited ~~shareholders~~pro ~~will~~forma ~~own~~condensed ~~20%~~combined financial information is based on and should be read in conjunction with the audited historical financial statements of ~~our~~each ~~issued~~of Merlin Labs and ~~outstanding~~Inflection ~~ordinary~~Point ~~shares~~and ~~immediately~~the ~~following~~related notes thereto as of and for the ~~completion~~year ended December 31, 2025, and the sections entitled “Management’s Discussion and Analysis of ~~this~~Financial ~~offering~~Condition ~~(assuming~~and ~~our~~Results ~~initial~~of ~~shareholders~~Operations doof ~~not~~Inflection ~~purchase~~Point” ~~any~~and ~~units~~“Management’s inDiscussion ~~this~~and ~~offering)~~Analysis of Financial Condition and Results of Operations of Merlin Labs”.

~~Our~~On ~~initial shareholders and management team also may from time to time purchase Class~~August ~~A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provides that~~13, ~~if we seek shareholder approval of an initial business combination~~2025, ~~such~~Inflection ~~initial~~Point ~~business combination will be approved if we receive an ordinary resolution under Cayman Islands law~~ and ~~our~~Legacy ~~amended~~Merlin ~~and~~entered ~~restated~~into ~~memorandum~~the ~~and~~Business ~~articles~~Combination ~~of association~~Agreement, ~~which~~pursuant ~~requires~~to which the ~~affirmative~~following ~~vote~~occurred: of (i) at least aone day ~~majority~~prior ofto the ~~votes~~closing ~~cast~~of bythe ~~such~~Business ~~shareholders as~~Combination, ~~being~~Inflection ~~entitled~~Point todomesticated doas ~~so,~~a ~~vote~~Delaware ~~in person or~~corporation, ~~where~~and ~~proxies~~(ii) on ~~are allowed, by proxy at~~ the day ~~applicable general meeting~~ of the ~~company. As a result~~Closing, inMerger ~~addition~~Sub tomerged ~~our~~with ~~initial~~and ~~shareholders’~~into ~~founder~~Legacy ~~shares~~Merlin, wewith ~~would~~Merlin ~~need~~Labs ~~9,375,001,~~surviving ~~or 37.5%, of~~ the ~~25,000,000~~Merger ~~public~~as ~~shares~~a ~~sold~~wholly inowned ~~this~~subsidiary ~~offering to be voted in favor~~ of anInflection ~~initial~~Point, ~~business~~resulting ~~combination~~ in ~~order~~a tocombined ~~have~~company ~~our~~whereby ~~initial~~Merlin ~~business~~Labs ~~combination~~will ~~approved,~~become ~~assuming~~a ~~all outstanding shares are voted, the over~~wholly-~~allotment~~owned ~~option~~subsidiary ~~is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders~~ of ~~one-third~~New ~~of our issued and outstanding ordinary shares~~Merlin, ~~representing a quorum under our amended~~ and ~~restated~~substantially ~~memorandum~~all ~~and articles~~ of ~~association,~~the ~~vote~~assets ~~their~~and ~~ordinary~~the ~~shares~~business ~~at a general meeting~~ of the combined company, weare ~~will~~held ~~not~~and ~~need~~operated ~~any~~by ~~public~~Merlin ~~shares~~Labs inand ~~addition~~its ~~to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination~~subsidiaries. ~~However,~~On ~~if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law~~March 13, ~~the approval of our initial business combination will require a special resolution~~2026, ~~which requires~~ the ~~affirmative~~Merger ~~vote~~was ofapproved ~~at least two-thirds of the votes cast~~ by ~~such~~an ~~shareholders~~Inflection ~~as,~~Point ~~being~~shareholder ~~entitled~~vote. toThe doMerger ~~so,~~was ~~vote~~completed inon ~~person or~~March 16, ~~where~~2026. ~~proxies~~Following ~~are~~the ~~allowed~~Closing, byNew ~~proxy~~Merlin atis the ~~applicable~~publicly ~~general~~traded ~~meeting~~parent ~~of the~~ company~~. Accordingly~~, ifand weits ~~seek~~common ~~shareholder~~stock ~~approval~~is oflisted ~~our~~on ~~initial~~Nasdaq ~~business~~under ~~combination,~~ the ~~agreement~~ticker bysymbol ~~our~~“MRLN.” ~~initial~~The ~~shareholders~~consideration ~~and~~payable ~~management team~~ to ~~vote~~Merlin inLabs’s ~~favor~~equity ofholders ~~our~~consists ~~initial~~entirely ~~business~~of ~~combination~~shares ~~will~~of ~~increase~~New ~~the~~Merlin ~~likelihood~~Common ~~that an ordinary resolution will be passed, being the requisite shareholder approval for such initial business combination~~Stock.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what New Merlin’s financial condition or results of operations would have been had the Business Combination occurred on the date indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations

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~~Your~~of ~~only~~New ~~opportunity~~Merlin. toThe ~~effect~~actual ~~your~~financial ~~investment~~position ~~decision~~and ~~regarding~~results aof ~~potential~~operations ~~business~~may ~~combination~~differ ~~may~~significantly befrom ~~limited~~the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent estimates based on information available as of the ~~exercise~~date of ~~your~~these ~~right~~unaudited pro forma condensed combined financial statements and are subject to ~~redeem~~change ~~your~~as ~~shares~~additional ~~from~~information usbecomes ~~for~~available ~~cash~~and analyses are performed.

AtThe ~~the~~Business ~~time~~Combination ofbetween ~~your~~Legacy ~~investment~~Merlin in(now ~~us,~~“Merlin ~~you~~Labs”) ~~will~~and ~~not~~Inflection bePoint ~~provided~~was ~~with~~accounted anfor ~~opportunity~~as toa ~~evaluate~~reverse ~~the~~recapitalization, ~~specific~~as ~~merits~~Inflection orPoint ~~risks~~does ofnot ~~our~~meet ~~initial~~the ~~business~~definition ~~combination. Since our board~~ of ~~directors may complete~~ a business ~~combination~~under ~~without~~U.S. generally ~~seeking~~accepted ~~shareholder~~accounting ~~approval,~~principles. ~~public~~For ~~shareholders~~financial ~~may~~reporting ~~not~~purposes, ~~have~~Merlin ~~the~~Labs ~~right~~is oridentified ~~opportunity~~as ~~to vote on~~ the ~~business~~accounting ~~combination~~acquirer, ~~unless~~and weInflection ~~seek~~Point ~~such~~as ~~shareholder~~the ~~vote~~accounting acquiree. ~~Accordingly,~~This ~~your~~determination ~~only~~is ~~opportunity~~based toon ~~effect~~Merlin ~~your~~Labs’s ~~investment~~majority ~~decision~~voting ~~regarding~~rights, ~~our~~control ~~initial~~over ~~business~~board ~~combination~~appointments, ~~may~~and bedominance ~~limited~~of tosenior ~~exercising~~management ~~your~~in ~~redemption rights within~~ the ~~period~~post-combination ofentity. ~~time~~Since ~~(which~~Inflection ~~will~~Point belacks atsubstantive ~~least~~inputs, ~~20 business days)~~processes, ~~set~~and ~~forth~~outputs, inthe ~~our~~transaction ~~tender~~does ~~offer~~not ~~documents~~qualify ~~mailed~~as toa ~~our~~business ~~public~~combination ~~shareholders~~under inAccounting ~~which~~Standards weCodification ~~describe~~Topic 805, ~~our~~Business ~~initial~~Combinations ~~business combination~~(“ASC 805”). ~~The~~For ~~amount~~accounting ofpurposes, the ~~deferred~~financial ~~underwriting~~statements ~~commissions~~of ~~payable~~New toMerlin ~~the~~represent ~~underwriter~~a ~~will~~continuation ~~not~~of bethe ~~adjusted~~financial ~~for~~statements ~~any~~of ~~shares~~Merlin ~~that~~Labs, ~~are~~with ~~redeemed~~the inBusiness ~~connection~~Combination ~~with~~being antreated ~~initial~~as ~~business~~the ~~combination.~~equivalent ~~The~~of ~~per~~Merlin ~~share~~Labs ~~amount~~issuing westock ~~will~~for ~~distribute~~the tonet ~~shareholders~~assets ~~who~~of ~~properly~~Inflection ~~exercise~~Point, ~~their~~accompanied ~~redemption~~by ~~rights~~recapitalization. ~~will~~The ~~not~~net beassets ~~reduced~~of byInflection ~~the~~Point ~~deferred~~will ~~underwriting~~be ~~commission~~stated ~~and~~at ~~after~~historical ~~such~~carrying ~~redemptions~~values, ~~the~~and ~~per-share~~no ~~value~~goodwill ofor ~~shares~~other ~~held~~intangible byassets ~~non-redeeming shareholders~~ will ~~reflect~~be ~~our obligation to pay the deferred underwriting commissions~~recorded.

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Consequently, if accepting all properly submitted redemption requests would not allow us to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting compensation payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting compensation. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. As a result, our obligations to redeem public shares for which redemption is requested and to pay the deferred underwriting commissions may not allow us to complete the most desirable business combination or optimize our capital structure.

In addition, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital

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~~structure~~UNAUDITED ~~and~~PRO ~~may~~FORMA ~~result~~CONDENSED inCOMBINED ~~substantial~~BALANCE ~~dilution~~SHEETAS ~~from~~OF ~~your~~DECEMBER ~~purchase~~31, of our Class A ordinary shares. The effect of this dilution will be greater for shareholders who do not redeem. The amount of the deferred underwriting compensation payable to the underwriter will not be adjusted for any shares that are redeemed 2025(in ~~connection with an initial business combination~~thousands, ~~which~~except ~~may further dilute your investment. The per-~~share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting compensation. We may not be able to generate sufficient value from the completion of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment. Please see “— Risks Relating to Our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.”amounts)

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

	Inflection Point (Historical)		Merlin Labs (Historical)		Actual Redemptions: Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	704	$	59,343	$	112,671		3(a)	$	172,718
Short-term investments		—		330		—				330
Accounts receivable, net		—		368		—				368
Prepaid expenses and other current assets		210		3,328		—				3,538
Capitalized transaction costs		—		7,562		(7,562	)	3(b)(1)		—
Total current assets		914		70,931		105,109				176,954
Property and equipment, net		—		7,108		—				7,108
Operating lease right-of-use assets		—		979		—				979
Deposits		—		1,564		—				1,564
Investments held in trust account		262,236		—		(262,236	)	3(a)(1)		—
Total assets	$	263,150	$	80,582	$	(157,127)			$	186,605
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		—		3,154		(478	)	3(b)(2)		2,676
Accrued expenses		2,330		7,937		(4,848	)	3(b)(3)		5,419
Long-term debt, current portion, net		—		19,271		—				19,271
Convertible promissory notes		—		29,107		(29,107	)	3(c)(8)		—
Cash underwriting fee payable		1,000		—		(1,000	)	3(a)(2)		—
Contract loss provision		—		4,173		—				4,173
Operating lease liabilities, current		—		657		—				657
Total current liabilities		3,330		64,299		(35,433	)			32,196
Long-term debt, non-current portion, net		—		12,784		—				12,784
Operating lease liabilities, non-current		—		331		—				331
Warrant liabilities		—		76,766		65,411		3(c)(6)(7)(8)		142,177
Deferred underwriting fee		8,750		—		(8,750	)	3(a)(2)		—
Total liabilities		12,080		154,180		21,228				187,488
Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 25,000,000 shares issued and outstanding, at redemption value of approximately $10.49 per share		262,236		—		(262,236	)	3(c)(1)		—
Redeemable convertible preferred stock		—		461,963		(461,963	)	3(c)(4)		—
New Merlin Series A redeemable convertible preferred stock		—		—		65,528		3(c)(8)		65,528

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within the completion window. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. The length of time it may take us to complete our diligence and negotiate a business combination may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated initial business combination.

We may engage our underwriter or their respective affiliates to provide additional services to us after this offering, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriter is entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination.

We may engage the underwriter or their respective affiliates to provide additional services to us after this offering, including, for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with the underwriter or their respective affiliates and no fees or other

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~~compensation~~UNAUDITED ~~for~~PRO ~~such~~FORMA ~~services~~CONDENSED ~~will~~COMBINED beBALANCE ~~paid~~SHEETAS toOF ~~the~~DECEMBER ~~underwriter or their respective affiliates prior to the date that is 60 days from the date of this prospectus~~31, ~~unless~~2025 ~~such~~— ~~payment would not be deemed underwriter’s compensation~~ (Continued)(in ~~connection~~thousands, ~~with~~except ~~this~~share ~~offering.~~amounts)

The underwriter is also entitled to receive deferred underwriting commissions that are conditioned on the completion of an initial business combination. The underwriter’s or their respective affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination. The underwriter is under no obligation to provide any further services to us in order to receive all or any part of the deferred underwriting commissions.

	Inflection Point (Historical)			Merlin Labs (Historical)			Actual Redemptions: Transaction Accounting Adjustments				Pro Forma Combined
Stockholders’ equity (deficit):
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—			—			—				—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 425,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption)		—			—			—		3(c)(1)		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,333,333 shares issued and outstanding		1			—			(1	)	3(c)(2)		—
Common Stock: $0.0001 par value; 44,705,861 and 29,500,000 shares authorized; 5,306,250 and 5,169,812 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively		—			1			(1	)	3(c)(5)		—
New Merlin Class A common stock		—			—			8		3(c)(1)(2)(3)(4)(5)(6)(7)		8
Additional paid-in capital		—			15,491			452,340		3(c)(1)(4)(5)(9)(10)		467,831
Accumulated deficit		(11,167	)		(551,053	)		27,970		3(c)(8)(9)(10)		(534,250	)
Total stockholders’ equity (deficit)		(11,166	)		(535,561	)		480,316				(66,411	)
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)	$	263,150		$	80,582		$	(157,127	)		$	186,605

We may not be able to complete our initial business combination within the completion window, in which case we would redeem our public shares.

We may not be able to find a suitable target business and complete our initial business combination within the completion window after the closing of this offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of permitted withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share, or possibly less, and our warrants will expire without value to the holder. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors described in this “Risk Factors” section.

We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares, and the warrants may be worthless.

We have until the date that is 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initial business combination, and we are unable to consummate our initial business combination within the applicable time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of permitted withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants may be worthless.

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IfUNAUDITED wePRO ~~seek~~FORMA ~~shareholder~~CONDENSED ~~approval~~COMBINED ofSTATEMENT ~~our~~OF ~~initial~~OPERATIONSFOR ~~business~~THE ~~combination,~~YEAR ~~our~~ENDED ~~sponsor,~~DECEMBER ~~initial shareholders~~31, ~~directors,~~2025(in ~~officers~~thousands, ~~advisors~~except ~~and~~share ~~their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination~~ and ~~reduce~~per ~~the~~share ~~public “float” of our Class A ordinary shares or public warrants.~~amounts)

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, initial shareholders, directors, officers, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by sponsor, initial shareholders, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

	Inflection Point (Historical)			Merlin Labs (Historical)			Actual Redemptions: Transaction Accounting Adjustments				Pro Forma Combined
Revenue	$	—		$	7,551		$	—			$	7,551
Cost of revenue		—			9,182			—				9,182
Gross loss		—			(1,631			—				(1,631	)
Operating expenses:
Research and development		—			32,477			—				32,477
General and administrative		4,528			20,093			1,366		4(a)		25,987
Selling and marketing		—			1,318			—				1,318
Total operating expenses		4,528			53,888			1,366				59,782
Loss from operations		(4,528	)		(55,519	)		(1,366	)			(61,413	)
Interest income		10,536			1,443			(10,536		4(b)		1,443
Interest expense		—			(2,957	)		—				(2,957	)
Other expense		—			(159	)		—				(159	)
Change in fair value of warrant liabilities		—			(2,357	)		2,357		4(c)(1)		—
Change in fair value of convertible promissory notes		—			(7,563	)		7,563		4(c)(2)		—
Loss on exchange of warrant liabilities		—			(3,320	)		3,320		4(c)(3)		—
Loss on issuance of financial instruments		—			(585	)		585		4(c)(4)		—
Loss on extinguishment of long-term debt		—			(2,157	)		—				(2,157	)
Change in fair value of long-term debt		—			(1,554	)		—				(1,554	)
Total other (expense) income		10,536			(19,209	)		3,289				(5,384	)
Loss before provision for income taxes		6,008			(74,728	)		1,923				(66,797	)
Provision for income taxes		—			50			—				50

Filing Compare · Merlin, Inc.