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Form 3 Merlin, Inc. For: Mar 16 Filed by: Quiet Capital Management, LLC

May 8, 2026 4:54 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Quiet Capital Management, LLC
(Last) (First) (Middle)
548 MARKET STREET, PMB 72966
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 		3. Issuer Name and Ticker or Trading Symbol
Merlin, Inc. [ MRLN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 12,896,007 (1)
I
See footnote (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
12.0% Series A Cumulative Convertible Preferred Stock 03/16/2026 (3) Common Stock 464,534 (4) 6.67 (3) I See footnote (2)
Series A Warrants 03/16/2026 03/16/2031 Common Stock 479,343 (5) 6.67 (6) I See footnote (2)
Explanation of Responses:
1. The reported securities are directly held as follows: 495,590 shares of Common Stock by Quiet ML, L.P. ("Quiet ML"), 3,497,280 shares of Common Stock by Quiet Venture I, LP ("Quiet V1") and 8,903,137 shares of Common Stock by Quiet Venture II, L.P. ("Quiet V2," and together with Quiet ML and Quiet V1, the "Quiet Direct Holders").
2. Each of the Quiet Direct Holders is managed by Quiet Capital Management, LLC, whose investment committee exercises voting and investment discretion of, and therefore may be deemed to beneficially own, the reported securities, but disclaims such beneficial ownership except to the extent of the reporting person's pecuniary interest therein.
3. Each share of 12.0% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock"), is convertible into Common Stock at any time at the option of the holder at a conversion price of $6.67, subject to adjustments. In connection with a PIPE transaction effected by the Issuer on May 1, 2026 (the "PIPE Transaction"), the conversion price, which originally was $12, was automatically adjusted pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock in effect on the original date of acquisition of the Series A Preferred Stock. The Series A Preferred Stock has no expiration date.
4. The reported securities are directly held as follows: 47,676 shares of Series A Preferred Stock by Quiet ML, 35,450 shares of Series A Preferred Stock by Quiet V1 and 381,408 shares of Series A Preferred Stock by Quiet V2.
5. The reported securities are directly held as follows: 49,195 Series A Warrants by Quiet ML, 36,579 Series A Warrants by Quiet V1 and 393,569 Series A Warrants by Quiet V2.
6. In connection with the PIPE Transaction, the exercise price, which originally was $12, was automatically adjusted pursuant to the terms of the Series A Warrants in effect on the original date of acquisition of the Series A Warrants.
Quiet Capital Management, LLC, By: /s/ Kabir Masson, Name: Kabir Masson, Title: General Counsel 05/08/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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