Merlin, Inc.

Filing Date

May 8, 2026

Transaction Date

Mar 16, 2026

Accession Number

0001104659-26-058002

Form Type

3

Footnotes

1. (F1)The reported securities are directly held as follows: 495,590 shares of Common Stock by Quiet ML, L.P. ("Quiet ML"), 3,497,280 shares of Common Stock by Quiet Venture I, LP ("Quiet V1") and 8,903,137 shares of Common Stock by Quiet Venture II, L.P. ("Quiet V2," and together with Quiet ML and Quiet V1, the "Quiet Direct Holders").
2. (F2)Each of the Quiet Direct Holders is managed by Quiet Capital Management, LLC, whose investment committee exercises voting and investment discretion of, and therefore may be deemed to beneficially own, the reported securities, but disclaims such beneficial ownership except to the extent of the reporting person's pecuniary interest therein.
3. (F3)Each share of 12.0% Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock"), is convertible into Common Stock at any time at the option of the holder at a conversion price of $6.67, subject to adjustments. In connection with a PIPE transaction effected by the Issuer on May 1, 2026 (the "PIPE Transaction"), the conversion price, which originally was $12, was automatically adjusted pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock in effect on the original date of acquisition of the Series A Preferred Stock. The Series A Preferred Stock has no expiration date.
4. (F4)The reported securities are directly held as follows: 47,676 shares of Series A Preferred Stock by Quiet ML, 35,450 shares of Series A Preferred Stock by Quiet V1 and 381,408 shares of Series A Preferred Stock by Quiet V2.
5. (F5)The reported securities are directly held as follows: 49,195 Series A Warrants by Quiet ML, 36,579 Series A Warrants by Quiet V1 and 393,569 Series A Warrants by Quiet V2.
6. (F6)In connection with the PIPE Transaction, the exercise price, which originally was $12, was automatically adjusted pursuant to the terms of the Series A Warrants in effect on the original date of acquisition of the Series A Warrants.