Merlin (MRLN) Registration filing summary

Company overview and business model

• Formed as a Cayman Islands exempted company to pursue a merger, share exchange, asset acquisition, or similar business combination, with a focus on technology, media, and telecommunications (TMT) and sectors undergoing technological transformation.

• Management team has deep operational and investment experience, including prior SPAC and public company leadership roles.

• Seeks targets with strong growth prospects, recurring revenues, high barriers to entry, and opportunities for value creation through technology.

• No business combination target has been selected or substantive discussions initiated.

Financial performance and metrics

• As of June 30, 2024, had $53,812 in assets and a shareholder deficit of $4,980, reflecting pre-IPO formation and offering costs.

• No revenues or operations to date; all activity relates to formation and IPO preparation.

Use of proceeds and capital allocation

• $250 million from the IPO and $4.25 million from private placement units will be placed in a U.S.-based trust account, with funds to be used for a business combination or returned to shareholders if no deal is completed.

• Up to $2.5 million in working capital loans may be convertible into units at $10.00 per unit.

• Permitted withdrawals from trust account interest are limited to $500,000 annually for working capital and to pay taxes.