FR Capital Holdings, L.P. 3

3 · Merlin, Inc. · Filed Mar 26, 2026

Form 3

Period: 2026-03-16

10% Owner

Holdings

Common Stock, par value $0.0001 per share
[F1][F2]
(indirect: See Footnote)
6,651,292
Common Stock, par value $0.0001 per share
[F1][F3]
(indirect: See Footnote)
5,097,669
12.0% Series A Cumulative Convertible Preferred Stock
[F4][F1][F2]
(indirect: See Footnote)
Exercise: $12.00From: 2026-03-16→ Common Stock, par value $0.0001 per share (105,344 underlying)
12.0% Series A Cumulative Convertible Preferred Stock
[F4][F1][F3]
(indirect: See Footnote)
Exercise: $12.00From: 2026-03-16→ Common Stock, par value $0.0001 per share (166,866 underlying)
Common Stock Purchase Warrants
[F1][F2]
(indirect: See Footnote)
Exercise: $12.00From: 2026-03-16Exp: 2031-03-16→ Common Stock, par value $0.0001 per share (108,702 underlying)
Common Stock Purchase Warrants
[F1][F3]
(indirect: See Footnote)
Exercise: $12.00From: 2026-03-16Exp: 2031-03-16→ Common Stock, par value $0.0001 per share (172,187 underlying)

Footnotes (4)

[F1]FR Capital Holdings, L.P., a Delaware limited partnership (the "Reporting Person"), is the investment manager of First Round Capital VI, L.P. ("FRCVI"), First Round Capital VI Partners Fund, L.P. ("FRCVI Partners"), First Round Capital VIII-F, L.P. ("FRCVIII-F"), and First Round Capital VIII-F Partners Fund, L.P. ("FRCVIII-F Partners"). The Reporting Person is, with respect to these holdings, managed by an investment committee comprised of three individuals. As a result, the Reporting Person may be deemed to have beneficial ownership of the securities reported herein. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
[F2]The securities are directly held by FRCVI, as nominee for itself and FRCVI Partners.
[F3]The securities are directly held by FRCVIII-F, as nominee for itself and FRCVIII-F Partners.
[F4]The 12.0% Series A Cumulative Convertible Preferred Stock is convertible at any time, at the holder's election, into shares of common stock, par value $0.0001 of the Issuer, at a conversion price of $12.00 per share, subject to adjustment, and has no expiration date.

Signature

/s/ Jeffrey Donnon, Chief Financial Officer of FR Capital Holdings, L.P.|2026-03-26

Documents

1 file