Merlin Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-42392 MERLIN, INC.(Exact name of registrant as specified in its charter) Delaware98-1797826 100 Causeway, Floor 23, Boston, MA 02114(Address of principal executive offices, including zip code) (617) 226-9968(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLC Common Stock, par value $0.0001 pershare Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Smaller reporting company☒Non-accelerated filer☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of May 13, 2026, there were 96,524,052 shares of common stock, par value $0.0001 per share, outstanding. MERLIN, INC.Form 10-QFor the Quarter ended March 31, 2026 TABLE OF CONTENTS PART I – FINANCIAL INFORMATION1Item 1.Financial Statements (Unaudited)1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 3.Quantitative and Qualitative Disclosures About Market Risk43Item 4.Controls and Procedures43PART II – OTHER INFORMATION45Item 1.Legal Proceedings45Item 1A.Risk Factors45Item 2.Unregistered Sales of Equity Securities and Use of Proceeds47Item 3.Defaults Upon Senior Securities47Item 4.Mine Safety Disclosures47Item 5.Other Information47Item 6.Exhibits48SIGNATURES50i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements” within the meaning of thePrivate Securities Litigation Reform Act of 1995, as amended. We intend such forward-looking statements to be covered by the safeharbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “SecuritiesAct”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical factscontained in this Quarterly Report are forward-looking statements, including without limitation statements regarding our businessstrategy, expected growth, future operations and financial performance, anticipated timing of commercialization of our autonomousflight technology, our ability to obtain and maintain regulatory approvals, our ability to secure additional capital, our expected cashrunway, our ability to remediate our material weaknesses, and other plans and objectives of management for future operations. Suchstatements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this QuarterlyReport, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”“possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “strategy,” “outlook,” the negative of these words orother similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement isnot forward-looking. We have based these forward-looking statements largely on our current expectations and projections about future events and trendsthat we believe may affect our financial condition, results of operations, business strategy, short-term and long-term businessoperations and objectives, and financial needs. These forward-looking statements are neither promises nor guarantees, and are subjectto a number of important fac