Merlin, Inc.

Asfiled with the U.S. Securities and Exchange Commission on April 15, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MERLIN, INC.

(Exact name of registrant as specified in its charter)

129 South Street

Boston, MA 02111

(617) 226-9968

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ryan Carrithers

Chief Financial Officer

129 South Street

Boston, MA 02111

(617) 226-9968

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stephen W. Ranere Nick S. Dhesi John J. Slater Latham & Watkins LLP 200 Clarendon Street Boston, MA 02116 (617) 948-6000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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:

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 7(a)(2)(B) of the Securities Act:☐

Rule 429 Statement

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration Statement on Form S-1 (referred to herein as the Registration Statement) will be used as a combined prospectus in connection with this Registration Statement and the registrant’s Registration Statement on Form S-4 (File No. 333-292719), that was originally declared effective by the Securities and Exchange Commission on February 12, 2026 (as amended, the “Prior Registration Statement”). Accordingly, this Registration Statement also constitutes Post-Effective Amendment No. 1 on Form S-4 to the Prior Registration Statement. Such Post-Effective Amendment will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 15, 2026

MERLIN, INC.

Primary Offering of

66,813,783 SHARES OF COMMON STOCK

Secondary Offering of

157,700,431 SHARES OF COMMON STOCK

736,744 SHARES OF SERIES A PREFERRED STOCK

760,232 SERIES A PREFERRED INVESTOR WARRANTS

This prospectus relates to the offer and sale by Merlin, Inc. (“us,” “we,” “New Merlin” or the “Company”) of (i) up to 35,112,293 shares of common stock, par value $0.0001 per share (the “Common Stock”) issuable upon conversion of 10,244,861 shares of 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series A Preferred Stock”) (assuming, solely for this purpose, a $5.00 conversion price and taking into account accrued interest through April 3, 2029), (ii) up to 24,248,102 shares of Common Stock that are issuable by us upon the exercise of certain common stock purchase warrants (the “Series A Warrants”) (assuming, solely for this purpose, a $5.00 exercise price), which amount represents a good-faith estimate of the maximum amount of shares of Common Stock that may become issuable upon exercise of such Series A Warrants, (iii) 75,000 shares of Common Stock issuable to Cohen & Company Securities, LLC (“CCS”) pursuant to that certain engagement letter by and between Cohen & Company Capital Markets and Merlin Labs, Inc., a Delaware corporation (referred to herein prior to the Business Combination, as “Legacy Merlin” and subsequent to the Business Combination, as “Merlin Labs”) dated as of March 10, 2026 (such engagement letter and letter agreement, collectively, the “CCS Arrangements”), (iv) 25,000 shares of Common Stock issuable to Outside The Box Capital Inc. (“OTB”) pursuant to Legacy Merlin’s engagement letter with OTB, dated as of March 6, 2026 (such engagement letter and letter agreement, collectively, the “OTB Arrangements”), by and between Legacy Merlin and OTB and (v) 7,353,388 shares of Common Stock issuable upon the exercise of options to purchase Common Stock.

This prospectus also relates to the offer and resale, from time to time, by the selling securityholders (including their transferees, donees, pledgees and other successors-in-interest) named in this prospectus (the “Selling Securityholders”) of up to:

(i) 157,700,431 shares of Common Stock of the Company held by or issuable to certain holders entitled to resale registration rights pursuant to the Amended and Restated Registration Rights Agreement, dated as of March 16, 2026 (the “Registration Rights Agreement”) or other agreements, including:

(a) 8,800,833 shares of Common Stock held by Bleichroeder Sponsor 1 LLC (the “Sponsor”) consisting of (i) 8,333,333 shares of Common Stock received upon conversion of 8,333,333 Class B ordinary shares of Inflection Point Acquisition Corp. IV (the Cayman Islands exempted company formerly known as Bleichroeder Acquisition Corp. I, “Inflection Point”) which were initially acquired for an aggregate of $25,000 or approximately $0.004 per share, (ii) 425,000 shares of Common Stock received upon conversion of 425,000 Class A ordinary shares of Inflection Point and (iii) 42,500 shares of Common Stock received in exchange for 425,000 private placement units of Inflection Point (the “Private Placement Units”) as a result of the Domestication (as defined below);

(b) up to 35,112,293 shares of Common Stock issuable to certain Selling Securityholders upon conversion of 10,244,861 shares of Series A Preferred Stock issued as consideration in the Merger (as defined herein) to the holders of Pre-Funded Convertible Notes (as defined herein) (assuming, solely for this purpose, a $5.00 conversion price and taking into account accrued interest through April 3, 2029), which amount represents a good-faith estimate of the maximum amount of shares of Common Stock that may become issuable upon conversion of such shares of Series A Preferred Stock;

(c) up to 24,248,102 shares of Common Stock issuable to certain Selling upon the exercise of Series A Warrants issued as consideration in the Merger to the holders of Pre-Funded Warrants (as defined herein) (assuming, solely for this purpose, a $5.00 exercise price), which amount represents a good-faith estimate of the maximum amount of shares of Common Stock that may become issuable upon exercise of such Series A Warrants;

(d) up to 39,313,276 shares of Common Stock issuable to certain Selling Securityholders upon conversion of 11,470,590 shares of Series A Preferred Stock purchased by the PIPE Investors (as defined below), (assuming, solely for this purpose, a $5.00 conversion price and taking into account accrued interest through April 3, 2029), which amount represents a good-faith estimate of the maximum amount of shares of Common Stock that may become issuable upon conversion of such shares of Series A Preferred Stock;

(e) up to 26,529,418 shares of Common Stock issuable to certain Selling Securityholders upon exercise of certain Series A Warrants, (assuming, solely for this purpose, a $5.00 exercise price), which amount represents a good-faith estimate of the maximum amount of shares of Common Stock that may become issuable upon exercise of such Series A Warrants;

(f) 23,696,509 shares of Common Stock issued as consideration in the Merger to certain of the holders of Pre-Funded Convertible Notes;

(ii) up to 736,744 shares of Series A Preferred Stock held by certain Selling Securityholders; and

(iii) up to 760,232 Series A Warrants held by certain Selling Securityholders (such securities described in clauses (i) through (iii) collectively, the “Resale Securities”).

We are registering the offer and sale and/or resale of these securities to satisfy certain registration obligations we have and certain registration rights we have granted. The Selling Securityholders may offer all or part of the Resale Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Resale Securities are being registered to permit the Selling Securityholders to sell Resale Securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell the Resale Securities through ordinary brokerage transactions, in underwritten offerings, directly to market makers of our securities or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of Resale Securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act, or the Exchange Act. We are registering the Resale Securities for resale by the Selling Securityholders, or their donees, pledgees, transferees, distributees or other successors-in-interest selling our Common Stock, Series A Preferred Stock or Series A Warrants or interests in our Common Stock, Series A Preferred Stock or Series A Warrants received after the date of this prospectus from the Selling Securityholders as a gift, pledge, partnership distribution or other transfer.

Certain Resale Securities held by the Selling Securityholders party to the Registration Rights Agreement are subject to lock-up restrictions that prohibit them from selling such securities at this time, subject to certain exceptions. See the section of this prospectus entitled “Description of Capital Stock.”

Some of the shares of Common Stock being registered for resale were acquired by the Selling Securityholders for prices considerably below the current market price of the shares of Common Stock. Certain Selling Securityholders may have an incentive to sell because they have purchased their Common Stock at effective prices significantly lower than our public investors or the current trading price of the Common Stock and may profit significantly so even under circumstances in which our public securityholders or certain other Selling Securityholders would experience losses in connection with their investment. For additional information, see “Risk Factors — Sales of a substantial number of our securities in the public market by the selling securityholders and/or by our existing securityholders could cause the price of our shares of Common Stock to fall.”

The shares of Common Stock being offered for resale by the Selling Securityholders pursuant to this prospectus represent approximately 65.1% of our total issued and outstanding Common Stock on a fully diluted basis (assuming and after giving effect to the issuance of 74,425,569 shares of Common Stock issuable upon conversion of the outstanding shares of Series A Preferred Stock taking into account for this purpose, accrued payment-in-kind dividends

through April 3, 2029 and solely for this purpose a conversion price of such Series A Preferred Stock of $5.00, and 50,777,520 shares of Common Stock issuable upon the exercise of all outstanding Series A Warrants, and that the exercise price of such Series A Warrants is $5.00 per share). Upon expiration of the contractual lock-up restrictions mentioned above and described in the section entitled “Certain Relationships and Related Person Transactions,” the Selling Securityholders will be able to sell all of their Resale Securities registered for resale hereunder for so long as this registration statement of which this prospectus forms a part is available for use. Given the substantial number of Resale Securities being registered for potential resale by the Selling Securityholders pursuant to the registration statement of which this prospectus forms a part, the sale of such Resale Securities by the Selling Securityholders, or the perception in the market that the Selling Securityholders may or intend to sell all or a significant portion of such Resale Securities, could increase the volatility of the market price of our Common Stock or result in a significant decline in the public trading price of our Common Stock. The Selling Securityholders acquired, or have the option to acquire, the Common Stock covered by this prospectus at prices ranging from less than $0.01 per share to $5.00 per share. By comparison, the offering price to public stockholders in Inflection Point’s IPO was $10.00 per unit, each of which consisted of one Class A Ordinary Share and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination. Consequently, certain Selling Securityholders may realize a positive rate of return on the sale of their Resale Securities covered by this prospectus even if the market price of Common Stock is below the $10.00 per unit price offered in the Inflection Point IPO and public stockholders may experience a negative rate of return on their investment.

We will not receive any proceeds from the sale of the Resale Securities by the Selling Securityholders. We will receive the proceeds upon exercise of the Series A Warrants to the extent such Series A Warrants are exercised for cash. Assuming the exercise of all outstanding Series A Warrants for cash, we would receive aggregate proceeds of approximately $253.9 million. However, we will only receive such proceeds if all Series A Warrant holders fully exercise their Series A Warrants for cash. The current exercise price of the Series A Warrants is $12.00 per share. We believe that the likelihood that holders determine to exercise their Series A Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. If the market price for our Common Stock is less than the exercise price of the Warrants or Series A Warrants (on a per share basis), we believe that holders will be very unlikely to exercise any of their Series A Warrants, and accordingly, we will not receive any such proceeds. There is no assurance that the Series A Warrants will be or will remain “in the money” prior to their expiration or that the holders will exercise their Preferred Investors Warrants. Holders of Series A Warrants have the option to exercise their Series A Warrants on a cashless basis in accordance with the terms of the Series A Warrants (as applicable). To the extent that any Series A Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of such Series A Warrants will decrease.

We will bear all costs, expenses, and fees in connection with the registration of the shares of Common Stock, Series A Preferred Stock and Series A Warrants. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Common Stock, Series A Preferred Stock and Series A Warrants.

Our shares of Common Stock are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “MRLN”. On April 13, 2026, the closing price of our Common Stock was $10.87 per share.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject to reduced disclosure and public reporting requirements. See “Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in shares of our securities involves risks that are described in the “Risk Factors” section beginning on page 11 of this prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.