Document

424B3 1 merlinpipeprospectussupple.htm 424B3 Document

Filed pursuant to Rule 424(b)(3)

Registration No. 333-295578

PROSPECTUS SUPPLEMENT No. 2

(to Prospectus dated May 13, 2026)

MERLIN, INC.

This prospectus supplement updates, amends and supplements the prospectus dated May 13, 2026 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-295578). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in:

●our Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026, which is set forth below.

This prospectus supplement is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including, any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our shares of Common Stock are listed on the Nasdaq Stock Market LLC under the symbol “MRLN”. On August 19, 2026, the closing price of our Common Stock was $3.32 per share.

We are an “emerging growth company” and a “smaller reporting company” as such terms are defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 19, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-42392

MERLIN, INC.

(Exact name of registrant as specified in its charter)


Delaware						98-1797826
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

100 Causeway, Floor 23, Boston, MA 02114

(Address of principal executive offices, including zip code)

(617) 226-9968

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

MRLN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Smaller reporting company

Non-accelerated filer

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

As of August 11, 2026, there were 101,067,784 shares of common stock, par value $0.0001 per share, outstanding.

MERLIN, INC.

Form 10-Q

For the Quarter ended June 30, 2026

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION			1
Item 1. Financial Statements			1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			32
Item 3. Quantitative and Qualitative Disclosures About Market Risk			46
Item 4. Controls and Procedures			46
PART II – OTHER INFORMATION			49
Item 1. Legal Proceedings			49
Item 1A. Risk Factors			49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			50
Item 3. Defaults Upon Senior Securities			50
Item 4. Mine Safety Disclosures			50
Item 5. Other Information			51
Item 6. Exhibits			52
SIGNATURES			54

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements, including without limitation statements regarding our business strategy, expected growth, future operations and financial performance, anticipated timing of commercialization of our autonomous flight technology, our ability to obtain and maintain regulatory approvals, our ability to secure additional capital, our expected cash runway, our ability to remediate our material weaknesses, and other plans and objectives of management for future operations. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “strategy,” “outlook,” the negative of these words or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are neither promises nor guarantees, and are subject to a number of important factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements, including without limitation: our ability to realize the expected benefits of that certain business combination (the “Business Combination”) pursuant to that certain Business Combination Agreement, dated as of August 13, 2025 (as amended on March 14, 2026, the “Business Combination Agreement”), by and among Inflection Point Acquisition Corp. IV (“Inflection Point”), IPDX Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Inflection Point, and Merlin Labs, Inc., a Delaware corporation; our ability to maintain the listing of our Common Stock on Nasdaq; our public securities’ potential liquidity and trading; our ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness; our ability to retain or recruit, or to effect changes required in, our officers, key employees or directors; our reliance upon the efforts of our Board and key personnel to be successful; our limited operating history; expectations regarding the time during which the Company will be an “emerging growth company”; failure to manage our growth effectively; competition from existing or new companies; changes in the market for the Company’s products and services and our ability to effectively compete in the aviation technology industry; unsatisfactory safety performance of our non-human pilot system, Merlin Pilot, or security incidents at our facilities; failure of the market to achieve the growth potential we expect; our customer concentration; our reliance on a limited number of suppliers for certain materials and supplied components; our reliance on proprietary technical data, interface specifications, and software owned or controlled by aircraft manufacturers and other third parties; failure of our products to operate in the expected manner or defects in our products; our history of losses and failure to achieve profitability in the future; counterparty risks on contracts entered into with our customers and failure of our prime contractors to maintain their relationships with their counterparties and fulfill their contractual obligations; failure to comply with laws and regulations relating to various aspects of our business and any changes in the funding levels of various governmental entities with which we do business; failure to protect the confidentiality of our trade secrets and know how; failure to comply with the terms of third-party open source software our systems utilize; our ability to maintain an effective system of internal control over financial reporting, and remediate existing material weaknesses; the U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year, and our dependence on U.S. government contracts; failure to comply with U.S. export and import control laws and regulations and U.S. economic sanctions and trade control laws and regulations; uncertain global macro-economic and geopolitical conditions and rising inflation; delays or disruptions from changes in the certification process, potential government shutdowns, budget reductions, and shifting regulatory priorities; and the other factors detailed under the section entitled “Risk Factors” of our final prospectus, dated May 13, 2026, filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2026 and in this Quarterly Report as well as the other information appearing in this report and other filings we make with the SEC, which we advise you to review.

Any forward-looking statements made herein speak only as of the date of this Quarterly Report, and you should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or achievements reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we

undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report or to conform these statements to actual results or revised expectations. Additionally, certain information we may disclose (either herein or elsewhere) is informed by the expectations of various stakeholders or third-party frameworks and, as such, may not necessarily be material for purposes of our filings under U.S. federal securities laws, even if we use “material” or similar language in discussing such matters.

GENERAL

Unless the context otherwise requires, all references in this Quarterly Report to “we,” “us,” “our,” “Merlin” or the “Company” refer to Merlin Labs, Inc. and its subsidiaries prior to the consummation of the Business Combination and after the consummation of the Business Combination, Merlin, Inc. and its subsidiaries. References to “Quarterly Report” herein refer to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 and references to the “Prospectus” refer to the final prospectus, dated May 13, 2026, filed with the SEC on May 13, 2026.

All reports we file with the SEC are available for download free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC’s website at www.sec.gov. We also make electronic copies of our reports available for download, free of charge, through our website under the heading “Investor Relations” at www.merlinlabs.com as soon as reasonably practicable after filing such material with the SEC.

We may announce material business and financial information to our investors using our investor relations website at http://investors.merlinlabs.com/. We therefore encourage investors and others interested in Merlin to review the information that we make available on our website, in addition to following our filings with the SEC, webcasts, press releases and conference calls. Information contained on our website is not incorporated into, and does not form a part of this Quarterly Report.

iii

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MERLIN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share amounts)


	As of:
	June 30, 2026	December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$ 183,550	$ 59,343
Short-term investments	321	330
Accounts receivable, net	1,755	368
Prepaid expenses and other current assets	5,391	3,328
Capitalized transaction costs (Note 2)	—	7,562
Total current assets	191,017	70,931
Property and equipment, net	11,226	7,108
Operating lease right-of-use assets, net	2,058	979
Restricted cash	2,570	—
Deposits	107	1,564
Total assets	$ 206,978	$ 80,582
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$ 5,882	$ 3,154
Accrued expenses	6,004	7,937
Deferred revenue	42	—
Contract loss provision	155	4,173
Operating lease liabilities, current	940	657
Long-term debt, current portion, net ($19,175 at fair value and $96 at amortized cost, net as of December 31, 2025) (Note 8)	—	19,271
Convertible promissory notes (Note 8)	—	29,107
Total current liabilities	13,023	64,299
Operating lease liabilities, non-current	1,250	331
Warrant liabilities (Note 9)	130,137	76,766
Long-term debt, non-current portion, net ($12,207 at fair value and $577 at amortized cost, net as of December 31, 2025) (Note 8)	—	12,784
Total liabilities	144,410	154,180
Commitments and contingencies (Note 14)
Series A Preferred Stock: $0.0001 par value; 50,000,000 shares authorized and 18,649,567 shares issued and outstanding as of June 30, 2026 (Note 10)	162,497	—
Redeemable convertible preferred stock	—	—
Stockholders' deficit:
Common stock: $0.0001 par value; 800,000,000 and 138,655,675 shares authorized; 100,592,160 and 69,663,395 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	10	7
Additional paid-in capital	599,960	477,448
Accumulated deficit	(699,899)	(551,053)
Total stockholders' deficit	(99,929)	(73,598)
Total liabilities, mezzanine equity, and stockholders' deficit	$ 206,978	$ 80,582

See accompanying notes to unaudited condensed consolidated financial statements.

MERLIN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except share and per share amounts)


	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
Revenue	$ 2,194	$ 3,107	$ 3,195	$ 3,975
Cost of revenue	2,090	3,066	3,729	3,780
Contract loss adjustments	223	—	(2,229)	—
Gross profit (loss)	(119)	41	1,695	195
Operating expenses:
Research and development	16,387	6,856	30,477	13,534
General and administrative	15,576	3,804	29,668	8,326
Selling and marketing	1,455	389	2,098	748
Total operating expenses	33,418	11,049	62,243	22,608
Loss from operations	(33,537)	(11,008)	(60,548)	(22,413)
Other (expense) income:
Interest income	1,447	131	1,964	432
Interest expense	—	(1,342)	(9)	(2,957)
Other expense	(68)	(151)	(196)	(211)
Change in fair value of warrant liabilities	(26,144)	(3,925)	410	(3,879)
Change in fair value of convertible promissory notes	—	—	(87,824)	—
Change in fair value of long-term debt	—	—	(2,470)	—
Total other expense	(24,765)	(5,287)	(88,125)	(6,615)
Loss before provision for income taxes	(58,302)	(16,295)	(148,673)	(29,028)
Provision for income taxes	125	1	173	1
Net loss	$ (58,427)	$ (16,296)	$ (148,846)	$ (29,029)
Series A Preferred Stock dividends and accretion	(8,224)	—	(9,641)	—
Series A Preferred Stock deemed dividend on down round	(60,848)	—	(60,848)	—
Net loss attributable to common stockholders	$ (127,499)	$ (16,296)	$ (219,335)	$ (29,029)
Net loss per share:
Basic and diluted	$ (1.40)	$ (0.23)	$ (2.68)	$ (0.41)
Weighted-average shares outstanding:
Basic and diluted	91,309,267	70,965,177	81,915,507	70,956,489

See accompanying notes to unaudited condensed consolidated financial statements.

MERLIN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT (UNAUDITED)

(in thousands, except share and per share amounts)


	Series A Preferred Stock		Redeemable Convertible Preferred Stock		Common Stock		Additional Paid-In Capital	Accumulated Deficit	Total Stockholders’ Deficit
	Number of Shares	Amount	Number of Shares	Amount	Number of Shares	Amount
Balances as of December 31, 2024	—	$ —	17,696,748	$ 130,616	5,169,812	$ 1	$ 4,009	$ (135,532)	$ (131,522)
Retroactive application of recapitalization	—	—	(17,696,748)	(130,616)	65,750,960	7	130,609	—	130,616
Adjusted balances as of December 31, 2024*	—	—	—	—	70,920,772	8	134,618	(135,532)	(906)
Exercise of common stock options	—	—	—	—	38,617	—	10	—	10
Stock-based compensation	—	—	—	—	—	—	513	—	513
Net loss	—	—	—	—	—	—	—	(12,733)	(12,733)
Balances as of March 31, 2025	—	$ —	—	$ —	70,959,389	$ 8	135,141	$ (148,265)	$ (13,116)
Exercise of common stock options	—	—	—	—	38,806	—	9	—	9
Stock-based compensation	—	—	—	—	—	—	433	—	433
Net loss	—	—	—	—	—	—	—	(16,296)	(16,296)
Balances as of June 30, 2025	—	$ —	—	$ —	70,998,195	$ 8	$ 135,583	$ (164,561)	$ (28,970)

Balances as of December 31, 2025	—	$ —	17,154,902	$ 461,963	5,306,250	$ 1	$ 15,491	$ (551,053)	$ (535,561)
Retroactive application of recapitalization	—	—	(17,154,902)	(461,963)	64,357,145	6	461,957	—	461,963
Adjusted balances as of December 31, 2025*	—	—	—	—	69,663,395	7	477,448	(551,053)	(73,598)
Exercise of common stock options	—	—	—	—	406,385	—	226	—	226
Stock-based compensation	—	—	—	—	—	—	1,295	—	1,295
Equity-based payments to non-employees	—	—	—	—	—	—	643	—	643
Issuance of common stock upon exercise of warrants	—	—	—	—	19,623	—	—	—	—
Issuance of redeemable convertible preferred stock upon exercise of warrants	—	—	—	—	701,293	—	6,859	—	6,859
Conversion of Pre-PIPE Bridge and Pre-Funded PIPE Notes to Series A Preferred Stock	9,754,665	116,931	—	—	—	—	—	—	—
Issuance of Series A Preferred Stock in exchange for 2024 LSA Amendment Warrants	490,196	3,745	—	—	—	—	—	—	—
Issuance of Series A Preferred Stock in connection with the PIPE	11,470,590	58,270	—	—	—	—	—	—	—
Issuance of common stock in connection with the Merger	—	—	—	—	13,750,282	1	17,265	—	17,266
Conversion of Series A Preferred Stock to common stock	(3,571)	(32)	—	—	3,579	—	32	—	32
Series A Preferred Stock dividends and accretion	—	1,417	—	—	—	—	(1,417)	—	(1,417)
Net loss	—	—	—	—	—	—	—	(90,419)	(90,419)


Balances as of March 31, 2026	21,711,880	$ 180,331	—	$ —	84,544,557	$ 8	$ 502,351	$ (641,472)	$ (139,113)
Exercise of common stock options	—	—	—	—	702,643	—	1,234	—	1,234
Issuance of shares of common stock from RSU awards	—	—	—	—	43,994	—	—	—	—
Stock-based compensation	—	—	—	—	—	—	4,608	—	4,608
Issuances of shares of common stock to non-employee service providers	—	—	—	—	100,000	—	—	—	—
Equity-based payments to non-employees	—	—	—	—	—	—	109	—	109
Issuance of common stock upon exercise of warrants	—	—	—	—	1,931,425	—	24,482	—	24,482
Conversion of Series A Preferred Stock to common stock	(3,062,313)	(26,058)	—	—	5,269,541	1	26,058	—	26,059
Series A Preferred Stock dividends and accretion	—	8,224	—	—	—	—	(8,224)	—	(8,224)
Issuance of common stock in connection with the May 2026 PIPE	—	—	—	—