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    SEC Form SCHEDULE 13G filed by Inflection Point Acquisition Corp. IV

    3/23/26 4:30:14 PM ET
    $BACQ
    Get the next $BACQ alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    Merlin, Inc.

    (Name of Issuer)


    Common Stock, par value $0.0001 per share

    (Title of Class of Securities)




    590106100

    (CUSIP Number)
    03/16/2026

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox not checked   Rule 13d-1(b)
    Checkbox checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)




    schemaVersion:


    SCHEDULE 13G

    CUSIP Number(s):
    590106100


    1Names of Reporting Persons

    FR Capital Holdings, L.P.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    12,302,060.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    12,302,060.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    12,302,060.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    14.5 %
    12Type of Reporting Person (See Instructions)

    IA

    Comment for Type of Reporting Person:  See Item 2 for additional information.


    SCHEDULE 13G

    CUSIP Number(s):
    590106100


    1Names of Reporting Persons

    First Round Capital VI, L.P.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    6,865,338.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    6,865,338.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    6,865,338.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    8.1 %
    12Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:  See Item 2 for additional information.


    SCHEDULE 13G

    CUSIP Number(s):
    590106100


    1Names of Reporting Persons

    First Round Capital VIII-F, L.P.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    5,436,722.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    5,436,722.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    5,436,722.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    6.4 %
    12Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:  See Item 2 for additional information.


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    Merlin, Inc.
    (b)Address of issuer's principal executive offices:

    129 South Street Boston MA 02111
    Item 2. 
    (a)Name of person filing:

    This report on Schedule 13G is being filed by (i) FR Capital Holdings, L.P., a Delaware limited partnership (the "Management Company"), (ii) First Round Capital VIII-F, L.P., a Delaware limited partnership ("FRCVIII-F"), and (iii) First Round Capital VI, L.P., a Delaware limited partnership ("FRCVI", and, collectively with the Management Company and FRCVIII-F, the "Reporting Persons"). FRCVI is the nominee of FRCVI and First Round Capital VI Partners Fund, L.P. ("FRCVI Partners") with respect to the securities reported herein. First Round Capital Management VI, L.P. is the general partner of FRCVI and FRCVI Partners, and First Round Capital Management VI, LLC is the general partner of First Round Capital Management VI, L.P. FRCVIII-F is the nominee of FRCVIII-F and First Round Capital VIII-F Partners Fund, L.P. ("FRCVIII-F Partners") with respect to the securities reported herein. First Round Capital Management VIII-F, L.P. is the general partner of FRCVIII-F and FRCVIII-F Partners, and First Round Capital Management VIII-F, LLC is the general partner of First Round Capital Management VIII-F, L.P. The Management Company is the investment manager of FRCVI, FRCVI Partners, First Round Capital Management VI, L.P., First Round Capital Management VI, LLC, FRCVIII-F, FRCVIII-F Partners, First Round Capital Management VIII-F, L.P. and First Round Capital Management VIII-F, LLC. The Management Company is managed by an investment committee comprised of three individuals. As of March 16, 2026, FRCVI held 6,865,338 shares of common stock, par value $0.0001 per share (the "Common Stock") of Merlin, Inc. (the "Issuer") and FRCVIII-F held 5,436,722 shares of Common Stock of the Issuer. The 6,865,338 shares of Common Stock directly held by FRCVI consist of the following: (i) 6,651,292 shares of Common Stock, (ii) shares of 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), convertible into 105,344 shares of Common Stock at a conversion price of $12.00 per share, subject to adjustment, and (iii) warrants to purchase 108,702 shares of Common Stock at an exercise price of $12.00 per share. The 5,436,722 shares of Common Stock directly held by FRCVIII-F consist of the following: (i) 5,097,669 shares of Common Stock, (ii) shares of Preferred Stock convertible into 166,866 shares of Common Stock at a conversion price of $12.00 per share, subject to adjustment, and (iii) warrants to purchase 172,187 shares of Common Stock at an exercise price of $12.00 per share. Accordingly, as of March 16, 2026, the Management Company, as the investment manager to FRCVI and FRCVIII-F, may be deemed to beneficially own the 12,302,060 shares of Common Stock of the Issuer directly held in the aggregate by FRCVI and FRCVIII-F for a beneficial ownership percentage of approximately 14.55%. Beneficial ownership percentages are based upon 84,262,885 shares of Common Stock issued and outstanding as of March 16, 2026, based on information reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2026.
    (b)Address or principal business office or, if none, residence:

    The address for the Reporting Persons is 2400 Market Street, Suite 237, Philadelphia, PA 19103.
    (c)Citizenship:

    The Reporting Persons are organized under the laws of the State of Delaware.
    (d)Title of class of securities:

    Common Stock, par value $0.0001 per share
    (e)CUSIP Number(s):

    590106100
    Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
    (a)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox not checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox not checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    (j)Checkbox not checked   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
           please specify the type of institution:
    (k)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    Management Company - 12,302,060.00 FRCVI - 6,865,338.00 FRCVIII-F - 5,436,722.00
    (b)Percent of class:

    Management Company - 14.5% FRCVI - 8.1% FRCVIII-F - 6.4%
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    Management Company - 12,302,060.00 FRCVI - 6,865,338.00 FRCVIII-F - 5,436,722.00

     (ii) Shared power to vote or to direct the vote:

    Management Company - 0.00 FRCVI - 0.00 FRCVIII-F - 0.00

     (iii) Sole power to dispose or to direct the disposition of:

    Management Company - 12,302,060.00 FRCVI - 6,865,338.00 FRCVIII-F - 5,436,722.00

     (iv) Shared power to dispose or to direct the disposition of:

    Management Company - 0.00 FRCVI - 0.00 FRCVIII-F - 0.00

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Not Applicable
    Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
     
    Not Applicable
    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
    Not Applicable
    Item 8.Identification and Classification of Members of the Group.
     
    Not Applicable
    Item 9.Notice of Dissolution of Group.
     
    Not Applicable

    Item 10.Certifications:
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    FR Capital Holdings, L.P.
     
    Signature:/s/ Jeffrey Donnon
    Name/Title:Jeffrey Donnon / Chief Financial Officer
    Date:03/23/2026
     
    First Round Capital VI, L.P.
     
    Signature:/s/ Jeffrey Donnon
    Name/Title:Jeffrey Donnon / Chief Financial Officer of FR Capital Holdings, L.P., its Management Company
    Date:03/23/2026
     
    First Round Capital VIII-F, L.P.
     
    Signature:/s/ Jeffrey Donnon
    Name/Title:Jeffrey Donnon / Chief Financial Officer of FR Capital Holdings, L.P., its Management Company
    Date:03/23/2026
    Exhibit Information

    Exhibit 1 - Joint Filing Agreement, dated March 23, 2026, by and among FR Capital Holdings, L.P., First Round Capital VI, L.P. and First Round Capital VIII-F, L.P.

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