Merlin Inc美股招股说明书(2026-06-02版)

Merlin, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 21, 2026 (the “Prospectus”), which forms apart of our Registration Statement on Form S-1 (Registration No. 333-295068). Capitalized terms used in this prospectus supplementand not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with theinformation contained in: ●our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026, which is set forth below; and ●our Current Report on Form 8-K filed with the SEC on April 29, 2026, excluding Item 7.01 and Exhibit 99.1, which is setforth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep thisprospectus supplement with your Prospectus for future reference. Merlin, Inc.’s Common Stock is listed on the Nasdaq Stock Market LLC under the symbol “MRLN”. On June 1, 2026, the closingprice of our Common Stock was $7.18 per share. We are an “emerging growth company” and a “smaller reporting company” as such terms are defined under the federal securities lawsand, as such, are subject to certain reduced public company reporting requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” of the Prospectus, and under similar headings in any amendments or supplements to theProspectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if theProspectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 1, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 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(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) 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: Name of each exchange on whichregistered 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.Le