Form 4 for MRLN Merlin, Inc.
Accepted 2024-11-06 00:00:00 ET · period of report 2024-11-04 · accession 0001213900-24-094990 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-11-06 | 2024-11-04 | MRLN | Bleichroeder Sponsor 1 LLC | 10% | P - Purchase | $10.00 | +425.0K | 425.0K | New | +$4.25M |
| D | 2024-11-06 | 2024-11-04 | MRLN | Bleichroeder Sponsor 1 LLC | 10% | J - Other | $0.00 | -1.25M | 8.33M | -13% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A ordinary shares | 2024-11-04 | P | A | 425,000 | $10.00 | 425,000 | D | — | — | (F1) These Class A ordinary shares were acquired by Bleichroeder Sponsor 1 LLC (the "Sponsor") pursuant to a private placement units purchase agreement, dated October 31, 2024, by and between the Sponsor and Bleichroeder Acquisition Corp. I (the "Issuer"). Each unit consists of one Class A ordinary shares and one right to receive one-tenth (1/10) of one Class A ordinary share (F4) The Sponsor is the record holder of the shares reported herein. MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Michel Combes, one of the Issuer's Co-Founders, is the manager), as well as Andrew Gundlach, the Chief Executive Officer of the Issuer, are the managing members of the Sponsor and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, each of Mr. Combes and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| 2 | Derivative | Class B ordinary shares | 2024-11-04 | J | D | 1,250,000 | $0.00 | 8,333,333 | D | — · — to — | 1,250,000 Class A ordinary shares | (F4) The Sponsor is the record holder of the shares reported herein. MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Michel Combes, one of the Issuer's Co-Founders, is the manager), as well as Andrew Gundlach, the Chief Executive Officer of the Issuer, are the managing members of the Sponsor and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, each of Mr. Combes and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (F2) As described in the Issuer's registration statement on Form S-1 (File No. 333-280777) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights. |