bacq-20251231
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2025
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period fromto
Commission File Number: 001-42392
INFLECTION POINT ACQUISITION CORP. IV
(Exact name of registrant as specified in its charter)
(Address of principal executive offices) (Zip Code)
(212)984-3835
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, computed by reference to the closing price of the Class A Ordinary Shares reported on the Nasdaq Global Market (“Nasdaq”) on June 30, 2025, of $10.31 per share, was $257,750,000.
As of March 11, 2026, there were 25,425,000Class A ordinary shares, par value $0.0001 per share, and 8,333,333Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.
Documents Incorporated by Reference: None.
TABLE OF CONTENTS
PAGE
PART I 1
Item 1. Business. 1
Item 1A. Risk Factors. 20
Item 1B. Unresolved Staff Comments. 54
Item 1C Cybersecurity. 54
Item 2. Properties. 54
Item 3. Legal Proceedings. 54
Item 4. Mine Safety Disclosures. 54
PART II
Item 6. [Reserved] 56
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 65
Item 8. Financial Statements and Supplementary Data. 65
Item 9A. Controls and Procedures. 65
Item 9B. Other Information. 66
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 66
PART III
Item 10. Directors, Executive Officers and Corporate Governance. 67
Item 11. Executive Compensation. 73
Item 14. Principal Accountant Fees and Services. 78
PART IV
Item 15. Exhibit and Financial Statement Schedules. 79
Signatures 81
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Annual Report on Form 10-K (this “Annual
Report”) of Inflection Point Acquisition Corp. IV (f/k/a Bleichroeder Acquisition Corp. I, the “Company”,
“we”, “us”, “our” or “Inflection Point”), including, without
limitation, statements under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking
statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,”
“anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,”
“projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other
variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such
statements include, but are not limited to, any statements relating to our ability to consummate the Proposed Business Combination (as
defined below) or any other initial business combination and any other statements that are not statements of current or historical facts.
These statements are based on our management team’s current expectations, but actual results may differ materially due to various
factors, including, but not limited to:
● our pool of prospective target businesses;
● our public securities’ potential liquidity and trading;
● the lack of a market for our securities;
● the Trust Account not being subject to claims of third parties;
● our financial performance; or
● the other risks and uncertainties discussed in “Item 1A. Risk Factors” below.
ii
The forward-looking statements
contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
Risk Factor Summary
iii
iv
PART I
Item 1. Business.
Overview
We are a blank check company incorporated as a
Cayman Islands exempted corporation on June 24, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
Inflection Point has neither engaged in any operations nor generated any operating revenues to date.
The Initial Public Offering
On June 25, 2024, Bleichroeder Sponsor 1
LLC (the “Sponsor”) made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain
of our deferred offering costs and expenses, for which the Company issued 7,187,500 Class B ordinary shares, par value $0.001
per share (the “Class B Ordinary Shares”) to the Sponsor. On October 2, 2024, we capitalized $239.58 standing to the
credit of our share premium account and issued an additional 2,395,833 Founder Shares to the Sponsor, resulting in the Sponsor holding
an aggregate of 9,583,333 Founder Shares (up to 1,250,000 shares of which were subject to forfeiture depending on
the extent to which the underwriters’ over-allotment option is exercised), for a purchase price of approximately $0.003 per
share. On November 4, 2024, the underwriters forfeited their over-allotment option to purchase up to an additional 3,750,000 units.
As a result of the over-allotment option forfeiture by the underwriters, 1,250,000 Class B Ordinary Shares were surrendered
by the Sponsor in order for the Sponsor to maintain ownership of 25% of the issued and outstanding shares of the Company (excluding
the Class A Ordinary Shares underlying the Private Placement Units held by the Sponsor (each as defined below)). Such surrendered
shares were cancelled by the Company.
The registration statement for the initial public
offering (the “IPO”) was declared effective on October 31, 2024. On November 4, 2024, we consummated the
IPO of 25,000,000 units the (“Units”) at $10.00 per unit, generating gross proceeds of $250,000,000.
Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”,
together with the Class B Ordinary Shares, the “Ordinary Shares”, and the Class A Ordinary Shares sold as part of the
Units in the IPO, the “Public Shares”) and one right, with each right entitling the holder thereof to purchase
one-tenth of one Class A Ordinary Share at the consummation of our initial business combination (the “Rights”
and the Rights sold as part of the Units in the IPO, the “Public Rights”).
Simultaneously with the sale of the 25,000,000
Units in our IPO, we completed the private sale of an aggregate of 425,000 Units to the Sponsor at a purchase price of $10.00
per Unit (the “Private Placement Units”), generating gross proceeds of $4,250,000. The Private Placement Units are
identical to the units sold in our IPO except that, so long as they are held by our Sponsor or its permitted transferees, the Private
Placement Units (including their component securities) (i) may not (including the Class A Ordinary Shares issuable upon
conversion of the underlying rights), 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.
Following the closing of the IPO on November 4,
2024, an amount of $250,000,000 ($10.00 per unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds
from the sale of the Private Placement Units, was placed in a trust account established in connection with the IPO (the “Trust
Account”), located in the United States, with Continental Stock Transfer & Trust Company (“Continental”)
acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our
taxes, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the
earliest of (i) the completion of an initial business combination, (ii) the redemption of the Public Shares if we are unable
to complete the initial business combination within 24 months from the closing of the IPO or by such earlier liquidation date as
our board of directors may approve (the “completion window”), subject to applicable law and our amended and restated
memorandum and articles of association (the “Articles”), or (iii) the redemption of the Public Shares properly
submitted in connection with a shareholder vote to amend the Articles to (A) modify the substance or timing of our obligation to
allow redemption in connection with the initial business combination or to redeem 100% of the 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 Inflection Point’s creditors, if any, which could have priority over the claims of the Public Shareholders.
Management Team Changes
Effective July 2025, (i) Andrew Gundlach resigned
as President and Chief Executive Officer of the Company, and was appointed as Executive Chairman of our board of directors; (ii) Marcello
Padula resigned as Chief Financial Officer of the Company; and (iii) Michael Blitzer, Robert Folino and Kevin Shannon were appointed as
President and Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, respectively, of the Company. Mr. Blitzer
was also appointed to our board of directors.
1
Name Change Proposal and Article 50.5 Amendment
Proposal
On October 21, 2025, our shareholders approved
(i) a proposal to change the name of the name of the Company from “Bleichroeder Acquisition Corp. I” to “Inflection
Point Acquisition Corp. IV” and to adopt an amendment to the Articles to reflect the change of name (the “Name Change Proposal”)
and (ii) a proposal to amend the Articles to allow us to consummate the redemption of the Public Shares at an earlier time in connection
with the commencement of the procedures to consummate a proposed business combination if the our board of directors determines it is desirable
to facilitate the consummation of such business combination (“Article 50.5 Amendment Proposal”). An amendment to the
Articles reflecting the changes approved by shareholders was filed with the Cayman Registrar of Companies.
Proposed Business Combination with Merlin
On August 13, 2025, we entered into the Business
Combination Agreement, dated as of August 13, 2025, with IPDX Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary
of the Company (“Merger Sub”) and Merlin Labs, Inc., a Delaware corporation (referred to herein prior to the Business
Combination, as “Merlin” and subsequent to the Business Combination, as “Merlin OpCo”) (as it may
be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination
Agreement”), pursuant to which, among other things and subject to the terms and conditions therein: (1) we will change our jurisdiction
of incorporation by deregistering from the Register of Companies in the Cayman Islands as a Cayman Islands exempted company by way of
continuation out of the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware
(the “Domestication”, and the Company after the Domestication, “Post-Domestication Inflection Point”),
(2) following the Domestication, Merger Sub will merge with and into Merlin, with Merlin surviving the merger as a wholly-owned subsidiary
of the Company, resulting in a combined company whereby Merlin OpCo will become a wholly-owned subsidiary of the Company, and substantially
all of the assets and the business of the combined company will be held and operated by Merlin OpCo and its subsidiaries (the “Merger”)
and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated
(such transactions, together with the Merger and the Domestication, the “Proposed Business Combination”). In connection
with the Business Combination, we will change our name to “Merlin, Inc.” (such company after the closing of the Business Combination,
“New Merlin”).
Merlin Labs, Inc. is a Delaware corporation formed
on March 10, 2022. Merlin is a leader in developing aircraft-agnostic autonomy for national security applications, with a dual-track civil
certification program that has the company on pace to be the first to certify an AI skill on an aircraft.
The Domestication
The Company will, subject to obtaining the required
shareholder approvals change its jurisdiction of incorporation by deregistering from the Register of Companies in the Cayman Islands as
a Cayman Islands exempted company by way of continuation out of the Cayman Islands and continuing and domesticating as a corporation incorporated
under the laws of the State of Delaware. In connection with the completion of the Proposed Business Combination, the Company will provide
the Public Shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the Business Combination
Agreement and the Company’s governing documents. The Company will complete the Redemption of properly tendered Public Shares at
least one day prior to the Domestication.
Subject to the satisfaction or waiver of the conditions
of the Business Combination Agreement, including approval of our shareholders, which was received in connection with the extraordinary
general meeting held on March 12, 2026 (the “EGM”), (a) immediately prior to the Domestication, pursuant to that certain
Sponsor Support Agreement, dated as of August 13, 2025 (the “Sponsor Support Agreement”), by and among the Company,
Merlin, the Sponsor, and Inflection Point Fund, the holders of the Founder Shares (such holders, the “Class B Shareholders”),
will elect to convert each Founder Share, on a one-for-one basis, into a Class A Ordinary Share (the “Sponsor Share Conversion”);
(b) in connection with the Domestication, (i) each of the then issued and outstanding Class A Ordinary Shares will convert automatically,
on a one-for-one basis, into a share of New Merlin Common Stock; (ii) each of the then issued and outstanding Rights will convert automatically
into a right of Post-Domestication Inflection Point (each right, a “Post-Domestication Right”); and (iii) each of the
then issued and outstanding Units will convert automatically into a unit of Post-Domestication Inflection Point, consisting of one share
of New Merlin Common Stock and one Post-Domestication Right.
2
The Merger and Consideration
Upon the terms and subject to the satisfaction
or waiver of the conditions of the Business Combination Agreement, immediately prior to the effective time of the Merger (the “Effective
Time”):
In connection with the transactions contemplated
by the Business Combination Agreement, on July 2, 2025, and on August 13, 2025, 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 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.
On November 17, 2025, Merlin and one of the Pre-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
$9.3 million an additional Pre-Funded Convertible Note with a principal amount of approximately $10.9 million and a Pre-Funded Warrant,
on the same terms and conditions 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”).
Pursuant to the Business Combination Agreement,
the aggregate consideration (the “Aggregate Consideration”) to be paid to the holders of securities of Merlin (the
“Merlin Equity Holders”) (other than the holders of the Pre-Funded Convertible Notes and the Pre-Funded Warrants in
respect of those securities) in, or in connection with, the Merger shall be the number of shares of New Merlin Common Stock equal to the
quotient of: (a) $800,000,000 (the “Purchase Price”), divided by (b) the price at which each Public Share may be redeemed
in connection with the EGM.
The consideration to be paid in, or in connection
with, the Merger to each holder of a Pre-Funded Convertible Note (the “Convertible Note Consideration”) shall be a
number of shares of New Merlin’s 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (“Series
A Preferred Stock”) 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 of one day 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).
3
The consideration to be paid in, or in connection
with, the Merger to each holder of a Pre-Funded Warrant (the “Pre-Funded Warrant Consideration”) shall be one or more
warrants to purchase a number of shares of New Merlin Common Stock (“New Merlin Series A Warrants”) equal to the quotient
of (i) the aggregate exercise price of such Pre-Funded Warrant immediately prior to the Effective Time, divided by (ii) $12.00.
Upon the terms and subject to the satisfaction
or waiver of the conditions of the Business Combination Agreement, at the Effective Time:
4
Closing Conditions
The obligations of the Company and Merlin to consummate the Proposed
Business Combination are subject to the satisfaction or waiver of other customary closing conditions, including without limitation: (i) the
adoption and/or approval, as applicable, by the Company’s shareholders of the Transaction Proposals, which we received pursuant
to the EGM held on March 12, 2026, (ii) the approval of the Business Combination Agreement and the Proposed Business Combination
(including the Merger) by the affirmative vote or written consent of the Merlin Stockholders, pursuant to the terms and in accordance
with satisfaction of the conditions of the organizational documents of Merlin and applicable law, which was received on February 12, 2026,
(iii) no adverse law or order, (iv) the registration statement covering the Proposed Business Combination becoming effective,
in connection with the Registration Statement was declared effective by the SEC on February 12, 2026, (v) approval of the listing
of the New Merlin Common Stock on the Nasdaq Stock Market LLC, subject to satisfaction of the round lot holders requirement for initial
listing, (vi) the accuracy of the representations and warranties and the performance of the covenants and agreements of each of the
parties to the Business Combination Agreement, in each case subject to certain qualifiers, (vii) with respect to the Proposed Business
Combination, the expiration of all waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act, in connection with which
the waiting period with respect to the Proposed Business Combination expired on October 30, 2025, (viii) the completion of the Domestication,
and (ix) duly executed pay-off letters certifying certain indebtedness of Merlin and its subsidiaries, as specified in the Business
Combination Agreement, shall have been paid off, to the extent it is paid off pursuant to the Business Combination Agreement.
Sponsor Support Agreement
Concurrently with the execution of the Business
Combination Agreement, the Company entered into the Sponsor Support with Merlin, the Sponsor and Inflection Point Fund (each a “Restricted
Holder” and together, the “Restricted Holders”), pursuant to which each Restricted Holder agreed to, among
other things, (i) vote in favor of adoption of the Transaction Proposals, (ii) vote against any Alternative Transaction (as defined in
the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination
Agreement and the Proposed Business Combination; (iii) vote against any change in the business, management, or board of directors of the
Company (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or ancillary agreements)
and (iv) vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision
of the Sponsor Support Agreement, the Business Combination Agreement or the Proposed Business Combination, (B) result in a breach in any
respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement,
(C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant,
representation or warranty or other obligation or agreement of such Restricted Holder contained in the Sponsor Support Agreement or (E)
change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company.
In addition, pursuant to the Sponsor Support Agreement, each Restricted Holder, severally, agreed to waive, subject to the consummation
of the Proposed Business Combination, any and all anti-dilution rights with respect to the rate that the Class B Ordinary Shares convert
into the Class A Ordinary Shares in connection with the transactions contemplated by the Business Combination Agreement.
Stockholder Voting and Support Agreement
Concurrently with the execution of the Business
Combination Agreement, the holders of equity securities of Merlin (the “Merlin Stockholders”) and Merlin entered into
the Voting and Support Agreement (the “Stockholder Voting and Support Agreement”), pursuant to which Merlin Stockholders
have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Business Combination Agreement and the
consummation of the Proposed Business Combination; (b) against any Alternative Transaction or any proposal relating to an Alternative
Transaction; (c) against any merger agreement or merger (other than the Business Combination Agreement and the Proposed Business Combination),
consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or
by Merlin; (d) against any change in the business or board of directors of Merlin (other than pursuant to the Business Combination Agreement
or the Ancillary Documents (as defined in the Business Combination Agreement)); (e) against any proposal, action or agreement that would
(A) impede, interfere, frustrate, prevent or nullify any provision of the Stockholder Voting and Support Agreement, the Business Combination
Agreement or the Proposed Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any
other obligation or agreement of Merlin under the Business Combination Agreement, (C) result in any of the closing conditions of the Business
Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement
of such Merlin Stockholder contained in the Stockholder Voting and Support Agreement or (E) change in any manner the dividend policy or
capitalization of, including the voting rights of any class of capital stock of, Merlin and (f) to convert all outstanding shares of preferred
stock of Merlin into Merlin Common Stock as of immediately prior to the Effective Time, conditioned upon and subject to the closing of
the Proposed Business Combination, in accordance with the organizational documents of Merlin.
5
Pursuant to the Stockholder Voting and Support
Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Merlin, no Merlin
Stockholder shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Stockholder Voting and Support Agreement),
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Subject Securities without the prior written consent of Merlin and the Company, unless such transfer is deemed a Permitted Transfer
(as defined in the Stockholder Voting and Support Agreement).
In addition, pursuant to the Stockholder Voting
and Support Agreement, each Merlin Stockholder has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to
take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the
Company, Merlin or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation
of, any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection
with the evaluation, negotiation or entry into the Stockholder Voting and Support Agreement, the Business Combination Agreement or the
Proposed Business Combination. Each Merlin Stockholder has also waived and agreed not to exercise any rights of appraisal or rights to
dissent from the Proposed Business Combination that they may have in respect of the Subject Securities.
Series A Preferred Stock Investment
In connection with the transactions contemplated
by the Business Combination Agreement, on August 13, 2025, the Company, Merlin and the accredited investor named therein (the “Closing
PIPE Investor”) entered into a Securities Purchase Agreement (the “Initial Series A SPA”). Pursuant to the
Series A SPA, the Closing PIPE 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 the Certificate of Designation of Preferences, Rights and Limitations
of 12.0% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and a New Merlin Series
A Warrant, for an aggregate purchase price of $50 million. Each share of Series A Preferred Stock will have a stated value of $12.00
(the “Stated Value”). On November 17, 2025, we and Merlin entered into an amendment to the Initial Series A SPA
with 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 $100 million, for which it will receive 9,803,922 shares of Series A Preferred
Stock (at a price of $10.20 per share) and a New Merlin Series A Warrant to purchase a number of shares of New Merlin Common Stock equal
to the number of shares of New Merlin Common Stock into which such shares of Series A Preferred Stock are initially convertible (the “Initial
Closing PIPE Investment”).
Additionally, on November 17, 2025, we and
Merlin also entered into Securities Purchase Agreements (the “Additional Series A SPAs,” collectively with the Initial
Series A SPA, the “Series A SPAs”), with certain accredited investors as signatories thereto (the “Additional
Closing PIPE Investors”), pursuant to which, among other things, the Additional Closing PIPE Investors agreed to purchase, and
we agreed to sell, an aggregate of 1,666,668 shares of Series A Preferred Stock (at a price of $12.00 per share) and warrants to
purchase a number of shares of New Merlin Common Stock that is equal to 75% of the number of shares into which such shares of New Merlin
Preferred Stock are initially convertible (each, an “Upsized New Merlin Series A Warrant”), in a private placement,
on substantially the same terms as the Closing PIPE Subscription Agreement, for an aggregate purchase price of $20 million (the “Additional
Closing PIPE Investment,” together with the Initial Closing PIPE Investment, the “Closing PIPE Investment”).
In connection with the Proposed Business Combination,
we filed a Registration Statement on Form S-4 (File No. 333-292719) with the U.S. Securities and Exchange Commission (the “SEC”)
on January 14, 2026 (as amended, the “Registration Statement”), which was declared effective by the SEC on February
12, 2025, at 4:00 PM. On February 13, 2025, we commenced mailing of the definitive proxy statement and other relevant documents to our
shareholders as of the record date established for voting on the Proposed Business Combination.
On March 12, 2026, at the offices of White & Case LLP at 1221
Avenue of the Americas, New York, New York 10020, we held the EGM to approve proposals in connection with the Proposed Business Combination.
Each of the proposals to vote on the Proposed Business Combination (collectively, the “Transaction Proposals”) was
approved by a requisite vote of the shareholders. For more information on the results of the EGM, please see the Current Report on Form
8-K filed with the SEC on March 12, 2026 (File No. 001-42392).
Having received the requisite vote of our shareholders,
we expect to consummate the Proposed Business Combination on March 16, 2026. Additionally, the parties have received the approval of Nasdaq
to list the securities of New Merlin under “MRLN” following the consummation of the Proposed Business Combination. For more
information on the Proposed Business Combination, please see our Prospectus filed with the SEC on February 12, 2026, pursuant to Rule
424(b)(3) (File No. 333-292719).
6
Business Strategy
At the time of the IPO, we developed the following
high level business strategy that we used and, in the unlikely event that we do not consummate the Proposed Business Combination, may
continue to use to screen for and evaluate target businesses. In connection with the Proposed Business Combination, we sought to capitalize,
and in the unlikely scenario we do not consummate the Proposed Business Combination and instead seek to complete another initial business
combination, we may seek to capitalize on the collective experience and complimentary expertise of our co-founders, management team and
Sponsor. 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 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:
Importantly, we believe that these trends stretch
far beyond what is generally considered TMT and provides a much larger landscape of potential investment opportunities. According to the
IDC, worldwide spending on Digital Transformation is expected to exceed $4 trillion by 2027, with an estimated annual growth rate
of over 16% over the 2022 to 2027 period. This is driven by the continued prioritization of digitization across industries as well as
the impact of data intensive tools such as AI.
Although we anticipate utilizing a wide lens in
anticipating potential opportunities in sectors undergoing technological change, in the unlikely event that we do not consummate the Proposed
Business Combination, we believe that the following sub-sectors are of particular interest based on our experience, network and focus.
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In the unlikely event that we do not consummate
the Proposed Business Combination, while we may focus on TMT industries, broadly defined, but 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 are applying the same disciplined due diligence, execution
and value creation strategies to the investment. For example, the Proposed Business Combination contemplates an initial business combination
with an aerospace company.
With respect to the foregoing experiences of our
management team and Sponsor, 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 and Sponsor as indicative of our future performance. For more information on the experience
and background of our Management Team, see “Item 10. Directors, Executive Officers and Corporate Governance.” of this
Report.
Investment Criteria
At the time of our IPO, we developed the following
high level, non-exclusive investment criteria that we used and may continue to use to screen for and evaluate target businesses. In connection
with the Proposed Business Combination, we sought to acquire, and in the unlikely scenario we do not consummate the Proposed Business
Combination and instead seek to complete another initial business combination, we may seek to acquire a business that:
● is a fundamentally sound company that is underperforming its potential;
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These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination, including the Proposed Business Combination, has been
or may, in the future, be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria
that our management may deem relevant. If we do not consummate the Proposed Business Consummation and instead seek an alternative initial
business combination opportunity, and we subsequently decide to enter into our initial business combination with a target business that
does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder
communications related to our initial business combination, which, as discussed in this Report, would be in the form of proxy solicitation
materials or tender offer documents that we would file with the SEC.
Acquisition Process
As described above, we expect to consummate the
Proposed Business Combination with Merlin on March 16, 2026. Prior to the signing of the Business Combination Agreement, we conducted
a thorough due diligence review encompassing, among other things, meetings with incumbent management and employees, document reviews,
interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and
other information about the target and its industry which were made available to us. In the unlikely event we do not proceed with the
Proposed Business Combination and choose to move forward with a another target, we will undergo the same review process and proceed to
structure and negotiate the terms of the initial business combination transaction based on that review.
The time used to select and evaluate Merlin as
a target business and to structure and complete the Proposed Business Combination, and the costs associated with this process, are substantial.
If we do not consummate the Proposed Business Combination and instead pursue an alternative initial business combination opportunity,
the costs incurred with respect to the identification and evaluation of, and negotiation with, Merlin will result in our incurring losses
and will reduce the funds available for us to use to complete another initial business combination.
Because there are numerous special purpose acquisition
companies seeking to enter into an initial Business Combination with available targets, the competition for available targets with attractive
fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals
could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of
mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close initial business combinations
or operate targets post-initial business combination. Thus, our ability to identify and evaluate a target company may be impacted by significant
competition among other special purpose acquisition companies in pursuing initial business combination transaction candidates and significant
competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.
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Nasdaq 80% Fair Value Test
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.
In connection with the Proposed Business Combination, our board of directors determined that the value of Merlin exceeded such 80% test
on the date that the Business Combination Agreement was executed. If we pursue an alternate target, then our board of directors will make
the determination as to the fair market value of our initial business combination. While we consider it likely that our Board of Directors
will be able to make an independent determination of the fair market value of any other 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.
If we do not complete our initial business combination
within the completion window, while we do not currently intend to seek shareholder approval to amend our Articles to extend the amount
of time we will have to consummate an initial business combination as we anticipate to complete the Proposed Business Combination within
the completion window, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we
do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of our IPO. If
we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder
approval to extend the completion window, our Sponsor’s investment in our founder shares and our private placement units will be
worthless.
The Proposed Business Combination contemplates
a merger subsidiary of our Company merging with and into Merlin, resulting in us acquiring 100% of the equity interests of Merlin. If
we do not consummate the Proposed Business Combination and instead pursue an alternate initial business combination, 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 of 1940, as amended (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
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.
We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our Sponsor, officers, directors, the Company, or any of their respective
affiliates or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers,
directors, the Company or any of their respective affiliates. In the event we seek to complete our initial business combination with a
company that is affiliated 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. We were not required to obtain such an opinion with respect to the Proposed Business Combination.
However, we did receive an opinion from Newbridge Securities Corporation to the effect that as of such date and based on and subject to
various assumptions and limitations described in its written opinion, that (i) the Aggregate Consideration to be paid by us pursuant to
the Proposed Business Combination is fair, from a financial point of view as of such date, to the our Unaffiliated Shareholders (defined
as our shareholders other than (a) the Sponsor, (b) Inflection Point Fund, (c) officers, directors or affiliates of the Company, the Sponsor
or Inflection Point Fund, and (d) Public Shareholders who elect to redeem their shares prior to or in connection with the Business Combination),
and (ii) the Proposed Business Combination has an aggregate fair market value of at least eighty percent (80.0%) of the value of
the assets held in the Trust Account for the benefit of the Public Shareholders (excluding any deferred underwriters fees and taxes payable
on the income earned on the Trust Account) at the time of the Business Combination Agreement.
Members of our management team and our independent
directors directly or indirectly own Founder Shares and/or Private Placement Units 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.
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. For example, in connection with the Proposed Business Combination, our President and Chief
Executive Officer, Michael Blitzer, is expected to serve as a director of New Merlin after the consummation of the Proposed Business Combination.
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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 an initial business combination opportunity to such entities.
Accordingly, if any of our officers or directors becomes aware of an initial 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 initial business combination opportunity to such other entity, subject to their fiduciary duties under Cayman
Islands law. Our Articles 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. As a result, the fiduciary duties or contractual obligations of our officers
or directors could materially affect our ability to complete our initial business combination.
In addition, our Sponsor, officers and directors
have sponsored and 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 initial 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.
Shareholder Approval of Business Combination
Under the Articles, if we seek shareholder approval
in connection with any proposed initial business combination, as it is doing in connection with the Proposed Business Combination, it
may only complete such proposed initial business combination, including the Proposed Business Combination, if it receives an ordinary
resolution, being the affirmative vote of the holders of a majority of the Ordinary Shares, who, being present in person or by proxy and
entitled to vote at a general meeting, vote at such general meeting.
On March 12, 2026 at the offices of White & Case LLP at 1221 Avenue
of the Americas, New York, New York 10020, we held the EGM to approve proposals in connection with the Proposed Business Combination.
Each of the proposals was approved by the requisite vote of the shareholders.
Voting Restrictions in Connection with Shareholder
Meeting
Our Sponsor, directors and executive officers
have entered into the letter agreement, dated October 31, 2024 (the “Letter Agreement”), to vote their Ordinary Shares
in favor of the Business Combination Proposal, or, if we do not consummate the Proposed Business Combination and instead pursue an alternative
initial business combination opportunity, another proposal to approve the Business Combination. Further, concurrently with the execution
of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement (as defined below) with Merlin, pursuant
to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting.
In connection with the EGM, each of our Sponsor,
directors and executive officers voted their ordinary shares held by them, as applicable, in favor of the Business Combination Proposal
and the other Transaction Proposals.
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Permitted Purchases of Our Securities
On March 12, 2026, we held an EGM for our shareholders
to vote on the Proposed Business Combination. All proposals were approved by the requisite vote of the shareholders, and we expect to
consummate the Proposed Business Combination on March 16, 2026. Prior to the EGM, none of the Sponsor, our directors, officers or affiliates
purchased additional securities on the open market. In the unlikely scenario we do not consummate the Proposed Business Combination and
instead pursue an alternative initial business combination opportunity, at any time prior to an extraordinary general meeting to approve
an initial business combination, during a period when they are not then aware of any material nonpublic information regarding the Company
or its securities, the Sponsor or our directors, managers, officers, advisors and their affiliates may purchase Public Shares or Public
Rights in privately negotiated transactions or in the open market, or take other actions to incentivize non-redemption, although they
are under no obligation to do so. There is no limit on the number of Public Shares or Public Rights that such persons may purchase in
such transactions, subject to compliance with applicable law and Nasdaq rules. However, other than as expressly stated herein, 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 in the Trust Account will be used to purchase Public Shares or Public Rights in such transactions. Such
purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our securities, is no longer
the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or our directors,
managers, 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, 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.
The purpose of any such transactions could be
to (1) increase the likelihood of obtaining shareholder approval of the initial business combination, (2) reduce the number of Public
Rights outstanding and/or increase the likelihood of approval on any matters submitted to the public Share Right 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 of our initial business combination, where it appears that such
requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination
that may not otherwise have been possible.
In addition, if such purchases are made, the public
“float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may
make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our Sponsor, directors, officers, advisors and
their affiliates anticipate that they may identify the shareholders with whom our Sponsor, directors, officers, advisors and their affiliates
may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests
submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial
Business Combination. To the extent that our Sponsor, directors, officers, advisors and their affiliates enter into a private transaction,
they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares
for a pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such shareholder has already
submitted a proxy with respect to our initial Business Combination but only if such shares have not already been voted at the general
meeting related to our initial Business Combination. Our Sponsor, directors, officers, advisors and their affiliates will select which
shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant,
and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal
securities laws.
The Sponsor or our directors, officers, advisors
and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of
the Exchange Act. 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. Additionally, in the event the Sponsor or the Company’s directors,
managers, officers, advisors and their affiliates were to purchase Public Shares or Public Rights, 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:
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Redemption If No Business Combination
We have until November 4, 2026 (or such later
date as our shareholders may approve in accordance with the Articles, subject to applicable law) to complete an initial business combination.
We expect to consummate the Proposed Business Combination on March 16, 2026. If we do not consummate the Proposed Business Combination
and instead pursue an alternative initial business combination opportunity and are unable to complete our initial business combination
by November 4, 2026 (or such later date as our shareholders may approve in accordance with the Articles), we will as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in
the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
applicable law. In such event, the rights may be worthless.
The Sponsor and our officers and directors have
entered into 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 by November 4, 2026 (or such
later date as our shareholders may approve in accordance with the Articles, subject to applicable law). However, if we do not consummate
the Proposed Business Combination and instead pursue an alternative initial business combination opportunity, prior to which the Sponsor
or management team acquires Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such
Public Shares if we fail to complete its initial business combination by November 4, 2026 (or such later date as our shareholders
may approve in accordance with the Articles, subject to applicable law).
The Sponsor, officers and directors have agreed,
pursuant to written agreements with us, that they will not propose any amendment to the Articles (A) to modify the substance or timing
of our obligation to allow redemption in connection with its initial business combination or to redeem 100% of its 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, unless we provide our Public Shareholders
with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share redemption 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 the Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable),
divided by the number of then issued and outstanding Public Shares.