Merlin, Inc.

Inflection Point Acquisition Corp. IV (the "Company" or "Inflection Point") is a blank check company incorporated in the Cayman Islands on June 24, 2024, with the sole purpose of effecting a business combination with one or more businesses or entities ¹. The Company has not engaged in any operations or generated any operating revenues to date, with its activities focused on organizational matters, its initial public offering (IPO), and identifying and evaluating prospective acquisition candidates ². The core business model of Inflection Point is to identify and acquire a target business, subsequently operating as the combined entity. The Company generates non-operating income from interest earned on investments held in its Trust Account ³.

On November 4, 2024, Inflection Point consummated its IPO of 25,000,000 units at $10.00 per unit, generating gross proceeds of $250,000,000 ⁴. Each unit consists of one Class A ordinary share and one right, with each right entitling the holder to purchase one-tenth of one Class A ordinary share upon the consummation of an initial business combination ⁵. Simultaneously, the Company completed a private sale of 425,000 units to the Sponsor at $10.00 per unit, generating gross proceeds of $4,250,000 ⁶. Following the IPO, $250,000,000 was placed in a Trust Account ⁷. Transaction costs amounted to $11,403,592, comprising $2,000,000 in cash underwriting fees, $8,750,000 in deferred underwriting fees, and $653,592 in other offering costs ⁸.

The Company has entered into a Business Combination Agreement with Merlin Labs, Inc. ("Merlin"), a Delaware corporation formed on March 10, 2022, which is described as a leader in developing aircraft-agnostic autonomy for national security applications, with a dual-track civil certification program ⁹. The proposed business combination involves Inflection Point changing its jurisdiction to Delaware, and then a merger where Merlin will become a wholly-owned subsidiary of the Company, which will then be renamed "Merlin, Inc." ¹⁰. The aggregate consideration to be paid to Merlin Equity Holders is $800,000,000, divided by the redemption price of each Public Share ¹¹. In connection with this, Merlin entered into agreements to sell approximately $78 million of convertible promissory notes and warrants to purchase Merlin Common Stock at $12.00 per share to Pre-Funded Investors ¹². An additional $9.3 million investment was made by one Pre-Funded Investor for a convertible note with a principal amount of approximately $10.9 million and a warrant ¹³.

For the year ended December 31, 2025, Inflection Point reported a net income of $6,008,347 ¹⁴. This was primarily driven by interest earned on investments held in the Trust Account of $10,479,542 and interest earned on a bank account of $56,002 ¹⁵, partially offset by general and administrative expenses of $3,857,197 and compensation expense of $670,000 ¹⁶. As of December 31, 2025, the Company had cash of $703,596 and investments held in the Trust Account of $262,235,740 ¹⁷. Total liabilities were $12,079,932, including $8,750,000 in deferred underwriting fees payable ¹⁸. The Class A ordinary shares subject to possible redemption were valued at approximately $10.49 per share ¹⁹.

Comparing the year ended December 31, 2025, to the period from June 24, 2024 (inception) through December 31, 2024, net income increased from approximately $1.5 million to $6,008,347 ²⁰. Interest earned on investments in the Trust Account significantly increased from approximately $1.8 million to $10,479,542 ²¹, while general and administrative expenses rose from approximately $0.2 million to $3,857,197 ²². Compensation expense of $670,000 was incurred in 2025, with none in the prior period ²³. Cash used in operating activities was $1,328,713 in 2025, compared to $466,474 in the prior period ²⁴.

Significant operational developments include the approval by shareholders on October 21, 2025, to change the Company's name to "Inflection Point Acquisition Corp. IV" and to amend the Articles to allow earlier redemption of Public Shares to facilitate a business combination ²⁵. Effective July 2025, Andrew Gundlach resigned as President and CEO, becoming Executive Chairman, while Michael Blitzer, Robert Folino, and Kevin Shannon were appointed President and CEO, CFO, and COO, respectively ²⁶. The Business Combination Agreement with Merlin was entered into on August 13, 2025 ²⁷, and shareholders approved the transaction proposals at an Extraordinary General Meeting (EGM) on March 12, 2026 ²⁸. The Company expects to consummate the Proposed Business Combination on March 16, 2026 ²⁹.

Inflection Point Acquisition Corp. IV expects to consummate its proposed business combination with Merlin Labs, Inc. on March 16, 2026 ²⁹. Upon completion, the Company will change its name to "Merlin, Inc." and Merlin OpCo will become a wholly-owned subsidiary, holding and operating substantially all of the combined company's assets and business ¹⁰. The Nasdaq Stock Market LLC has approved the listing of New Merlin Common Stock, subject to satisfaction of the round lot holders requirement for initial listing ³⁰.

Merlin is positioned as a leader in developing aircraft-agnostic autonomy for national security applications, with a dual-track civil certification program aiming to be the first to certify an AI skill on an aircraft ⁹. This focus on advanced AI capabilities within the aerospace sector represents a key growth area, aligning with the Company's broader strategy to capitalize on technology-driven transformations, particularly in artificial intelligence ³¹. The Company's management believes that advanced connectivity driven by digital infrastructure and the widespread adoption of AI capabilities will create numerous investment opportunities ³².

The operational outlook for the combined entity, New Merlin, involves the integration of Merlin's business as a wholly-owned subsidiary. The Company's current executive offices are provided by an affiliate of the Sponsor free of charge ³³. Prior to the business combination, Inflection Point does not intend to have any full-time employees ³⁴. Post-combination, the management of the target business, Merlin, is expected to remain in place, with Michael Blitzer, Inflection Point's President and CEO, expected to serve as a director of New Merlin ³⁵.

Regarding capital allocation, Inflection Point intends to use substantially all funds held in the Trust Account, including interest earned (less income taxes payable), to complete the initial business combination ³⁶. Any remaining proceeds will be used as working capital to finance the operations of the target business, make other acquisitions, and pursue growth strategies ³⁷. The Sponsor, or certain officers and directors or their affiliates, may loan funds up to $2,500,000 to cover working capital deficiencies or transaction costs, with up to $750,000 specifically from Inflection Point Fund ³⁸. These loans may be convertible into private placement units at $10.00 per unit at the lender's option ³⁹.

Management has explicitly flagged several structural headwinds and execution risks. The ability to complete the business combination is dependent on the ability to raise equity and debt financing, which may be impacted by increased market volatility and decreased market liquidity ⁴⁰. There is also a risk that the Company may not be able to consummate the initial business combination within the completion window, which is November 4, 2026, or an earlier liquidation date approved by the board ⁴¹. If the business combination is not completed, the Company would cease operations, redeem Public Shares, and liquidate ⁴². The Company's liquidity condition and mandatory liquidation date raise substantial doubt about its ability to continue as a going concern ⁴³. Furthermore, if the Company is deemed an investment company under the Investment Company Act, it may be required to liquidate ⁴⁴.

Geographic, regulatory, and macro factors also pose constraints. Merlin has operations outside of the United States, specifically in New Zealand, which subjects the combined entity to additional risks associated with cross-border business operations, including currency fluctuations, complex corporate withholding taxes, and varying legal and regulatory systems ⁴⁵. Changes in international trade policies, tariffs, and treaties could materially impact the business and financial performance of a target company ⁴⁶. The Company is also subject to new and evolving regulatory measures, including SEC rules and guidance relating to SPACs, which could result in increased general and administrative expenses and diversion of management time ⁴⁷.

The Company faces material risks including the potential for its Public Shareholders to have limited opportunity to affect investment decisions, as the board may complete an initial business combination without seeking shareholder approval, and the Sponsor has agreed to vote in favor of the proposed business combination regardless of public shareholder sentiment ⁴⁸. A significant number of Public Shareholders (22,550,551, representing approximately 90.3% of outstanding Public Shares) have already exercised their redemption rights in connection with the Proposed Business Combination ⁴⁹, which could make the Company's financial condition unattractive to potential targets if the current deal falls through, or limit its ability to complete the most desirable business combination or optimize its capital structure due to reduced cash and deferred underwriting compensation ⁵⁰. The Company's ability to complete an initial business combination is constrained by a completion window ending November 4, 2026, and failure to do so would result in liquidation and Public Rights expiring worthless ⁵¹. Geopolitical unrest, pandemic outbreaks, and volatility in debt and equity markets could materially and adversely affect the search for a target and the business of any potential target ⁵². Changes in international trade policies, tariffs, and treaties could also negatively impact the business ⁵³. If the Company is deemed an investment company under the Investment Company Act, it may be forced to liquidate, with Public Shareholders receiving only approximately $10.49 per Public Share ⁵⁴. Furthermore, the Company's reliance on third-party digital technologies exposes it to cybersecurity risks, which could lead to information theft, data corruption, operational disruption, and financial loss ⁵⁵.

Management's message to shareholders emphasizes the anticipated consummation of the Proposed Business Combination with Merlin Labs, Inc. on March 16, 2026, following shareholder approval at the EGM on March 12, 2026 ²⁹. The Company highlights Merlin's position as a leader in aircraft-agnostic autonomy for national security applications and its dual-track civil certification program ⁹. Strategic priorities include leveraging the collective experience of the co-founders, management team, and Sponsor to identify attractive business combination opportunities within the technology industry and sectors undergoing technological transformation ⁵⁶. Management also aims to generate attractive returns for shareholders and enhance value through improving the operational performance of the acquired company ⁵⁷. The Company intends to use substantially all funds in the Trust Account to complete the business combination and for working capital, with potential loans from the Sponsor or affiliates up to $2,500,000 to fund deficiencies or transaction costs ³⁸.