Merlin Inc美股招股说明书(2026-05-13版)

MERLIN, INC. Secondary Offering of up to13,336,000 SHARES OF COMMON STOCK This prospectus relates to the offer and resale, from time to time, by the selling stockholder named in thisprospectus, (including its successors or permitted assigns) (the “Selling Stockholder”) of up to 13,336,000shares of common stock, par value $0.0001 per share (the “Common Stock”), of Merlin, Inc. (“us,” “we,”“New Merlin,” or the “Company”) consisting of: (i)8,000,000 shares of Common Stock (the “PIPE Shares”) held by the Selling Stockholder; and(ii)up to 5,336,000 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of awarrant to purchase such number of shares (the “PIPE Warrant”) held by the Selling Stockholder,assuming, solely for this purpose, an exercise price of $5.00 per share, subject to adjustment (suchsecurities described in clauses (i)through (ii)collectively, the “Resale Shares”). The PIPE Shares and the PIPE Warrant were issued to the Selling Stockholder pursuant to that certainSecurities Purchase Agreement, dated April29, 2026 (the “SPA”), by and between the Company and the SellingStockholder (the “PIPE”). We are registering resale of the Resale Shares to satisfy certain registration rights we have granted to theSelling Stockholder pursuant to that certain amended and restated registration rights agreement, dated April29,2026, by and between the Company and the Selling Stockholder (the “Registration Rights Agreement”). TheSelling Stockholder may offer all or part of the Resale Shares for resale from time to time through public orprivate transactions, at either prevailing market prices or at privately negotiated prices. The Resale Shares arebeing registered to permit the Selling Stockholder to sell Resale Shares from time to time, in amounts, at pricesand on terms determined at the time of offering. The Selling Stockholder may sell the Resale Shares throughordinary brokerage transactions, in underwritten offerings, directly to market makers of our securities orthrough any other means described in the section entitled “Plan of Distribution” herein. In connection with anysales of Resale Shares offered hereunder, the Selling Stockholder, any underwriters, agents, brokers or dealersparticipating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act, or theExchangeAct. We are registering the Resale Shares for resale by the Selling Stockholder, or their successors orpermitted assigns, selling our Common Stock or interests received in our Common Stock received after the dateof this prospectus from the Selling Stockholder as a gift, pledge, partnership distribution or other transfer. The shares of Common Stock being registered for resale were acquired or may be acquired by the SellingStockholderfor prices considerably below the current market price of the shares of Common Stock.Accordingly, the Selling Stockholder may have an incentive to sell because they have purchased or have theright to purchase the Resale Shares at effective prices significantly lower than our public investors or the currenttrading price of the Common Stock and may profit significantly even under circumstances in which our otherstockholders would experience losses in connection with their investment. For additional information, see “RiskFactors—Sales of a substantial number of our securities in the public market by the Selling Stockholder and/orby our existing securityholders could cause the price of our shares of Common Stock to fall.” Table of Contents The shares of Common Stock being offered for resale by the Selling Stockholder pursuant to thisprospectus represent approximately 13.5% of our total issued and outstanding Common Stock (assuming andafter giving effect to the issuance of the Warrant Shares). Given the substantial number of Resale Shares beingregistered for potential resale by the Selling Stockholder pursuant to the registration statement of which thisprospectus forms a part, the sale of such Resale Shares by the Selling Stockholder, or the perception in themarket that the Selling Stockholder may sell or intends to sell all or a significant portion of such Resale Shares,could increase the volatility of the market price of our Common Stock or result in a significant decline in thepublic trading price of our Common Stock. We will not receive any proceeds from the sale of the Resale Shares by the Selling Stockholder. We willreceive the proceeds upon exercise of the PIPE Warrant to the extent such PIPE Warrant is exercised for cash.Assuming the exercise of the PIPE Warrant for cash, we would receive aggregate proceeds of approximately$26.7 million. However, we will only receive such proceeds if the PIPE Warrant holder fully exercises theirPIPE Warrant for cash. The current exercise price of the PIPE Warrant is $6.67 per share. We believe that thelikelihood that the holder determines to exercise their PIPE Warrant, and therefore the amount of cash proceedsthat we would receive, is