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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Merlin, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/16/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
FR Capital Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,302,060.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
14.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: See Item 2 for additional information.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
First Round Capital VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,865,338.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: See Item 2 for additional information.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
First Round Capital VIII-F, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,436,722.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: See Item 2 for additional information.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Merlin, Inc. | |
| (b) | Address of issuer's principal executive offices:
129 South Street Boston MA 02111 | |
| Item 2. | ||
| (a) | Name of person filing:
This report on Schedule 13G is being filed by (i) FR Capital Holdings, L.P., a Delaware limited partnership (the "Management Company"), (ii) First Round Capital VIII-F, L.P., a Delaware limited partnership ("FRCVIII-F"), and (iii) First Round Capital VI, L.P., a Delaware limited partnership ("FRCVI", and, collectively with the Management Company and FRCVIII-F, the "Reporting Persons").
FRCVI is the nominee of FRCVI and First Round Capital VI Partners Fund, L.P. ("FRCVI Partners") with respect to the securities reported herein. First Round Capital Management VI, L.P. is the general partner of FRCVI and FRCVI Partners, and First Round Capital Management VI, LLC is the general partner of First Round Capital Management VI, L.P.
FRCVIII-F is the nominee of FRCVIII-F and First Round Capital VIII-F Partners Fund, L.P. ("FRCVIII-F Partners") with respect to the securities reported herein. First Round Capital Management VIII-F, L.P. is the general partner of FRCVIII-F and FRCVIII-F Partners, and First Round Capital Management VIII-F, LLC is the general partner of First Round Capital Management VIII-F, L.P.
The Management Company is the investment manager of FRCVI, FRCVI Partners, First Round Capital Management VI, L.P., First Round Capital Management VI, LLC, FRCVIII-F, FRCVIII-F Partners, First Round Capital Management VIII-F, L.P. and First Round Capital Management VIII-F, LLC. The Management Company is managed by an investment committee comprised of three individuals.
As of March 16, 2026, FRCVI held 6,865,338 shares of common stock, par value $0.0001 per share (the "Common Stock") of Merlin, Inc. (the "Issuer") and FRCVIII-F held 5,436,722 shares of Common Stock of the Issuer. The 6,865,338 shares of Common Stock directly held by FRCVI consist of the following: (i) 6,651,292 shares of Common Stock, (ii) shares of 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), convertible into 105,344 shares of Common Stock at a conversion price of $12.00 per share, subject to adjustment, and (iii) warrants to purchase 108,702 shares of Common Stock at an exercise price of $12.00 per share. The 5,436,722 shares of Common Stock directly held by FRCVIII-F consist of the following: (i) 5,097,669 shares of Common Stock, (ii) shares of Preferred Stock convertible into 166,866 shares of Common Stock at a conversion price of $12.00 per share, subject to adjustment, and (iii) warrants to purchase 172,187 shares of Common Stock at an exercise price of $12.00 per share.
Accordingly, as of March 16, 2026, the Management Company, as the investment manager to FRCVI and FRCVIII-F, may be deemed to beneficially own the 12,302,060 shares of Common Stock of the Issuer directly held in the aggregate by FRCVI and FRCVIII-F for a beneficial ownership percentage of approximately 14.55%. Beneficial ownership percentages are based upon 84,262,885 shares of Common Stock issued and outstanding as of March 16, 2026, based on information reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2026. | |
| (b) | Address or principal business office or, if none, residence:
The address for the Reporting Persons is 2400 Market Street, Suite 237, Philadelphia, PA 19103. | |
| (c) | Citizenship:
The Reporting Persons are organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Management Company - 12,302,060.00
FRCVI - 6,865,338.00
FRCVIII-F - 5,436,722.00 | |
| (b) | Percent of class:
Management Company - 14.5%
FRCVI - 8.1%
FRCVIII-F - 6.4% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Management Company - 12,302,060.00
FRCVI - 6,865,338.00
FRCVIII-F - 5,436,722.00 | ||
| (ii) Shared power to vote or to direct the vote:
Management Company - 0.00
FRCVI - 0.00
FRCVIII-F - 0.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Management Company - 12,302,060.00
FRCVI - 6,865,338.00
FRCVIII-F - 5,436,722.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Management Company - 0.00
FRCVI - 0.00
FRCVIII-F - 0.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1 - Joint Filing Agreement, dated March 23, 2026, by and among FR Capital Holdings, L.P., First Round Capital VI, L.P. and First Round Capital VIII-F, L.P. |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
| March 23, 2026 | ||
| FR CAPITAL HOLDINGS, L.P. | ||
| By: | /s/ Jeffrey Donnon | |
| Name: | Jeffrey Donnon | |
| Title: | Chief Financial Officer | |
| FIRST ROUND CAPITAL VI, L.P. | ||
| By: | FR Capital Holdings, L.P., its Management Company | |
| By: | /s/ Jeffrey Donnon | |
| Name: | Jeffrey Donnon | |
| Title: | Chief Financial Officer | |
| FIRST ROUND CAPITAL VIII-F, L.P. | ||
| By: | FR Capital Holdings, L.P., its Management Company | |
| By: | /s/ Jeffrey Donnon | |
| Name: | Jeffrey Donnon | |
| Title: | Chief Financial Officer | |