MRLN 8-K — Smart Summary

On November 17, 2025, Inflection Point Acquisition Corp. IV and Merlin Labs, Inc. amended an existing PIPE subscription agreement to double the investment to $100,000,000, and entered into additional PIPE subscription agreements with new investors for an aggregate of approximately $17,000,000, all in connection with their previously announced Business Combination Agreement dated August 13, 2025.

• Amendment No. 1 to Closing PIPE Subscription Agreement — Inflection Point Acquisition Corp. IV, Merlin Labs, Inc., and the original Closing PIPE Investor; effective November 17, 2025; increases the original $50,000,000 Closing PIPE Investment to $100,000,000; investor to receive 9,803,922 shares of New Merlin Labs 12.0% Series A Cumulative Convertible Preferred Stock (par value $0.0001, stated value $12.00 per share) and a Closing Warrant to purchase shares of New Merlin Labs Common Stock equal to 100% of the shares underlying the Preferred Stock; on same terms and conditions as the original August 13, 2025 agreement; placement agents named as TD Securities (USA) LLC, Cantor Fitzgerald & Co., and Cohen & Company Securities, LLC
• Additional Closing PIPE Subscription Agreements — Inflection Point Acquisition Corp. IV, Merlin Labs, Inc., and certain accredited investors (Additional Closing PIPE Investors); effective November 17, 2025; investors to purchase an aggregate of 1,666,668 shares of New Merlin Labs 12.0% Series A Cumulative Convertible Preferred Stock and Closing Warrants to purchase shares of New Merlin Labs Common Stock equal to 75% of the shares underlying the Preferred Stock; substantially same terms as the Closing PIPE Subscription Agreement; private placement exempt from registration under Section 4(a)(2) of the Securities Act
• Amended and Restated Registration Rights Agreement (A&R Registration Rights Agreement) — New Merlin Labs and the Additional Closing PIPE Investors; to be entered into at closing; grants customary registration rights to Additional Closing PIPE Investors with respect to securities of New Merlin Labs held following the Business Combination
• Amendment to Pre-Funded Note Purchase Agreement — Merlin Labs, Inc., Inflection Point Fund I LP, and one other Note Investor; effective November 17, 2025; Note Investor purchased an additional Pre-Funded Convertible Note with a principal of approximately $10.9 million for approximately $9.3 million, plus a Pre-Funded Warrant; on same terms and conditions as the original Pre-Funded Note Purchase Agreement dated August 13, 2025

• Business Combination closing — All PIPE investments and warrant issuances are contingent on the closing of the Business Combination between Inflection Point and Merlin Labs; Inflection Point must re-domesticate from Cayman Islands to Delaware prior to closing
• Shareholder approval — Business Combination must be submitted to Inflection Point shareholders for approval; Registration Statement on Form S-4 to be filed with the SEC; definitive proxy statement/prospectus to be mailed to shareholders after Registration Statement is declared effective
• SEC Registration Statement effectiveness — Inflection Point intends to file a Form S-4 Registration Statement; timing of effectiveness not specified
• Beneficial Ownership Limitation — Conversion of Preferred Stock subject to optional 4.9%, 9.9%, or 19.9% beneficial ownership cap at holder's election; any increase in the cap not effective until 61 days after written notice to the Corporation
• Preferred Stock protective provisions — So long as at least 20% of shares of Preferred Stock issued at closing remain outstanding, Corporation requires affirmative vote of holders of a majority of outstanding Preferred Stock for specified corporate actions including liquidation, charter amendments, creation of senior or pari passu equity, certain dividends on junior securities, affiliate transactions, and incurrence of indebtedness outside ordinary course

• Section 4(a)(2) — Securities Act of 1933, as amended; sales made in reliance on the private offering exemption to accredited investors without registration

• Original Closing PIPE Investment (amended) — Increased from $50,000,000 to $100,000,000; investor receives 9,803,922 shares of 12.0% Series A Cumulative Convertible Preferred Stock at $12.00 stated value per share, plus warrants covering 9,803,922 shares of Common Stock
• Additional Closing PIPE Investment — 1,666,668 shares of 12.0% Series A Cumulative Convertible Preferred Stock at $12.00 stated value per share (implying approximately $20,000,016 aggregate face value); Closing Warrants covering 75% of the underlying conversion shares
• Preferred Stock dividend rate — 12.0% per annum (PIK) or 10.0% per annum (cash) on Accrued Value; dividends cumulative, accruing daily, compounding semi-annually on June 1 and December 1 each year
• Initial conversion price — $12.00 per share, subject to adjustment; Floor Price is the lesser of $5.00 and the then-effective Conversion Price; VWAP reset mechanism applies on the 21st trading day following six months after closing if VWAP falls below Conversion Price
• Pre-Funded Convertible Note (additional) — Principal of approximately $10.9 million purchased for approximately $9.3 million; Pre-Funded Warrant also issued; total pre-funded convertible notes outstanding approximately $55 million plus this additional tranche
• Liquidated damages for delayed conversion share delivery — $25 per Trading Day per $5,000 of Accrued Value, increasing to $50 per Trading Day on day 3 and $100 per Trading Day on day 6, beginning on the 10th Trading Day after the Share Delivery Date

• Original Closing PIPE Investment (August 13, 2025): $50,000,000 for 4,901,961 shares of 12.0% Series A Cumulative Convertible Preferred Stock plus a warrant covering 4,901,961 warrant shares
• Amendment No. 1 (November 17, 2025): Closing PIPE Investor increased its commitment to $100,000,000, receiving 9,803,922 shares of New Merlin Labs Preferred Stock and a Closing Warrant covering 9,803,922 warrant shares, on the same terms as the original agreement
• Additional Closing PIPE Investment (November 17, 2025): Additional accredited investors agreed to purchase an aggregate of 1,666,668 shares of New Merlin Labs Preferred Stock plus Closing Warrants to purchase shares of Common Stock equal to 75% of the shares into which the Preferred Stock is initially convertible
• Preferred Stock terms: 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, stated value $12.00 per share, initial conversion price $12.00 per share
• Dividend structure: Annual Rate of 12.0% of Accrued Value for PIK Dividends or 10% of Accrued Value for Cash Dividends, compounding semi-annually on June 1 and December 1 each year
• VWAP Reset provision: If on the 21st trading day following the date that is six months after closing, VWAP is less than the Conversion Price, the Conversion Price is reduced to the greater of the Measurement Price or $5.00 (Floor Price)
• Placement agents named in Amendment No. 1: TD Securities (USA) LLC, Cantor Fitzgerald & Co., and Cohen & Company Securities, LLC
• Pre-Funded Convertible Notes update (November 17, 2025): One Note Investor purchased an additional Pre-Funded Convertible Note with a principal of approximately $10.9 million for approximately $9.3 million, plus a Pre-Funded Warrant, on the same terms as the original Pre-Funded Note Purchase Agreement (original notes totaled approximately $55 million, dated August 13, 2025)
• Additional Closing PIPE Investors will receive customary registration rights under an Amended and Restated Registration Rights Agreement with New Merlin Labs
• Securities to be issued under the Closing PIPE Investment and Additional Closing PIPE Investment are unregistered, sold in reliance on the Section 4(a)(2) exemption from Securities Act registration

• 12.0% Series A Cumulative Convertible Preferred Stock + Closing Warrant — 9,803,922 shares at $10.20/share (stated value $12.00/share), $100,000,000 total proceeds (increased from original $50,000,000 commitment of 4,901,961 shares), single Closing PIPE Investor (accredited investor), November 17, 2025; warrant covers 9,803,922 shares of New Merlin Labs Common Stock
• 12.0% Series A Cumulative Convertible Preferred Stock + Closing Warrants — 1,666,668 shares, aggregate proceeds not separately specified (implied ~$20,000,016 at $12.00 stated value), Additional Closing PIPE Investors (accredited investors), November 17, 2025; warrants cover 75% of the shares into which the underlying Preferred Stock is initially convertible

• Business Combination — proceeds to be used in connection with the closing of the Business Combination between Inflection Point Acquisition Corp. IV and Merlin Labs, Inc.; specific allocation not detailed in the filing