Form 8-K

8-K — Merlin, Inc.

Accession: 0001213900-26-056230

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0002028707

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0290556-8k_merlin.htm (Primary)

EX-99.1 — PRESS RELEASE OF MERLIN, INC., DATED MAY 14, 2026 (ea029055601ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

May 14, 2026

MERLIN, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-42392

98-1797826

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

incorporation or organization)

Identification No.)

100 Causeway

St., Floor 23

Boston, MA

02114

(Address of principal executive offices) (Zip

Code)

(857) 201-3979

(Registrant’s telephone number, including

area code)

N/A

(Former Name or Former

Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(Nasdaq Global Market)

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and

Financial Condition

On May 14, 2026, Merlin, Inc. (the “Company”)

issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release is being

furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K (“Form 8-K”).

The information in this Item 2.02 of this Form

8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth

by specific reference in such a filing.

Item 9.01. Financial Statements and

Exhibits

(d) Exhibits:

Exhibit No.

Description

99.1*

Press Release of Merlin, Inc., dated May 14, 2026

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

* Furnished

herewith

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: May 14, 2026

MERLIN, INC.

By:

/s/ Ryan Carrithers

Name:

Ryan Carrithers

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE OF MERLIN, INC., DATED MAY 14, 2026

EX-99.1

Filename: ea029055601ex99-1.htm · Sequence: 2

Exhibit 99.1

Merlin, Inc. Reports First Quarter 2026 Results

Company Introduces Condor, Merlin’s first

product family, bringing Merlin Pilot to large, multi-crew aircraft for civil and defense missions

BOSTON, MA – May 14, 2026 – Merlin,

Inc. (Nasdaq: MRLN), an aerospace and defense technology company building the operating system of record for autonomous flight, today

announced operating and financial results for its first quarter ended March 31, 2026. This was the Company’s first quarterly report

of operations as a public company following the close of its business combination with Inflection Point Acquisition Corp. IV on March

16, 2026.

Business Highlights

● Automated takeoffs. On April

11 and April 21, Merlin executed its first fully automated takeoffs on fixed wing aircraft,

one in the United States and one in New Zealand.

● Certification progression.

Merlin’s civil certification program is advancing with the New Zealand Civil Aviation Authority

(CAA), working in partnership with the FAA. The Company has completed SOI 1 and SOI 2 and

is targeting the first certified, fully automated takeoff-to-touchdown flight on a fixed

wing aircraft.

● C-130J program. Merlin continued

execution on its prime IDIQ contract with USSOCOM for C-130J autonomy, a $105 million ceiling

contract and the anchor of the Company’s defense revenue base.

“For

a hundred years, aviation has been built, fundamentally, around human crews. We believe its next hundred years will be built around autonomy,”

said Matt George, Merlin’s Founder and Chief Executive Officer. “This is our first earnings report since we became a public company

in March. The first quarter of 2026 reflected our continued progress on the Merlin Pilot, qualification across airframes, and our efforts

towards achieving certification. Our operating focus going forward is converting that progress into scaled commercialization, and we

intend to take further concrete steps in that direction in the coming quarters as we build a generational autonomous AI aviation company.”

Introducing Condor

Condor is being introduced to bring Merlin Pilot

into large, multi-crew aircraft alongside the human pilots already in the cockpit. It is designed to make operations safer and more productive,

and to expand the envelope for reduced-crew missions. It applies to both civil and defense markets.

On the civil side, Condor targets large-airframe

cargo, where we believe pilot shortages and rising crew costs create structural demand for autonomy. Merlin has entered into a memorandum

of understanding with World Star Aviation Limited, a leading freighter lessor, to advance Condor’s commercial development and deployment

frameworks. This arrangement is preliminary and non-binding, and is subject to the negotiation of a definitive agreement.

On the defense side, the autonomy stack

being advanced on the C-130J provides the technical foundation for Condor’s applicability to additional large military

aircraft.

Liquidity

On May 1, 2026, Merlin closed an equity financing led by an existing

fundamental institutional shareholder. The full terms are described in the Company’s Current Report on Form 8-K filed with the SEC

on April 29, 2026 Form 8-K. Following the close, cash, cash equivalents, and short-term investments were approximately $183 million, with

no debt outstanding.

Leadership

Michael

Baker joined as Chief Marketing Officer effective March 31, 2026, bringing nearly fifteen years of brand and communications leadership,

most recently as Global Head of Brand and Communications at Formlabs. Mark Brunner joined as Chief Revenue Officer effective April 13,

2026, bringing more than twenty-five years of experience spanning military service, defense policy, and business development at the intersection

of government and advanced technology. Together, the CMO and CRO positions are intended to help establish the Company’s architecture

for market-building and enterprise-sales accountability as programs are expected to mature from development to deployment.

First Quarter 2026 Financial Results

● First quarter 2026 Total revenue of $1.0 million, compared to $0.9 million in the first quarter of 2025

● First quarter 2026 GAAP net loss of $(90.4) million, compared to $(12.7)

million in the first quarter of 2025

● First quarter 2026 Adjusted EBITDA* loss of $(23.3) million,

compared to an Adjusted EBITDA loss of $(10.4) million in the first quarter of 2025

● Cash, cash equivalents, and short-term investments of $122.8 million at March 31, 2026, compared to $59.3

million at December 31, 2025

For all Non-GAAP financial measures, see the reconciliation table at the end of this earnings release for further discussion

Conference Call Details

Merlin will host a live webcast on May 14, 2026

beginning at 8:30 am ET to discuss its first quarter 2026 financial results. A registration link as well as the live webcast will be accessible

on the Company’s investor relations website at investors.merlinlabs.com. A replay will be available for a limited period following

the call.

About Merlin

Merlin is

an aerospace and defense technology company building the operating system of record for autonomous flight. Through a first-principles

approach, the company is redefining what’s possible across aviation, aerospace, and defense with the goal of delivering full-stack

autonomy for any aircraft, military or civilian, from takeoff to touchdown. The Merlin Pilot system powers a growing range of aircraft

and mission profiles, proven through hundreds of autonomous flights from test facilities across the globe. With $100M+ total in IDIQ

contract ceiling value under its C-130J autonomy program with USSOCOM, Merlin is advancing American

leadership in autonomous aviation by helping to solve national security challenges through safe, reliable autonomy. To learn more, visit

www.merlinlabs.com or follow us on X @merlinaero.

Forward-Looking Statements

This press release contains “forward-looking statements”

within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements

include, but are not limited to, statements regarding Merlin’s expected financial performance, expected reductions in engineering

costs and regulatory timelines for future programs, expected improvements in platform performance and adaptability from operational data,

expected compounding advantages across engineering, regulatory, and data dimensions, program milestones and execution timelines, including

automated flight targets, the commercial launch and scaling of Condor, civil certification progression, commercial pipeline conversion,

anticipated market demand for autonomous aviation, platform portability and expansion to additional aircraft types, reduced-crew and single

pilot operations, the development and performance of commercial partnerships, the deployment of capital resources, including recently

completed equity financing, the sufficiency of capital resources to fund operations and milestones, anticipated operating investment and

R&D spending levels, , and the anticipated contributions of recently joined executive personnel. Forward-looking statements can be

identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,”

“intend,” “may,” “plan,” “potential,” “project,” “target,” “will,”

and similar terms. These statements reflect management’s current expectations based on information available at the date of this

release and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from

those expressed or implied. Important factors that could cause actual results to differ materially include, but are not limited to: Merlin’s

ability to execute on its defense program obligations, including under the USSOCOM C-130J prime contract; the outcome and timing of civil

certification proceedings with the FAA and New Zealand Civil Aviation Authority; the commercial launch, customer adoption, and revenue

generation from Condor; the performance, reliability, and scalability of Merlin Pilot across current and future aircraft platforms; Merlin’s

dependence on U.S. government contracts and the risk of changes in government budget priorities, procurement decisions, or contract modifications

or terminations for convenience; Merlin’s ability to develop, maintain, and scale commercial partnerships; Merlin’s ability

to convert its identified pipeline into contracted and awarded revenue; competition from established aerospace and defense companies and

other autonomous systems developers; Merlin’s ability to attract and retain key technical, operational, and commercial personnel;

Merlin’s history of net losses and its ability to achieve and sustain profitability; and the other risks and uncertainties described

under “Risk Factors” in Merlin’s Form S-1 registration statement filed with the SEC on April 15, 2026, and in subsequent

filings with the SEC. Merlin does not undertake any obligation to update any forward-looking statement, whether as a result of new information,

future events, or otherwise, except as required by law.

Contacts

Investor Relations: investor.relations@merlinlabs.com

Media: media@merlinlabs.com

MERLIN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands)

Three Months Ended

March 31,

2026

2025

Revenue

$ 1,002

$ 868

Cost of revenue

1,640

714

Contract loss adjustments

(2,451 )

—

Gross profit

1,813

154

Operating expenses:

Research and development

14,090

6,679

General and administrative

14,092

4,520

Selling and marketing

643

359

Total operating expenses

28,825

11,558

Loss from operations

(27,012 )

(11,404 )

Other (expense) income:

Interest income

517

301

Interest expense

(9 )

(1,614 )

Other expense

(128 )

(61 )

Change in fair value of warrant liabilities

26,555

Change in fair value of convertible promissory notes

(87,824 )

—

Change in fair value of long-term debt

(2,470 )

—

Total other expense

(63,359 )

(1,328 )

Loss before provision for income taxes

(90,371 )

(12,732 )

Provision for income taxes

Net loss

$ (90,419 )

$ (12,733 )

Non-GAAP Financial Measures

In addition to our results determined in accordance

with U.S. GAAP, we believe that EBITDA and Adjusted EBITDA, non-GAAP financial measures, provide investors with additional useful information

in evaluating our performance. We define EBITDA as net loss before interest expense or income, income tax expense or benefit, and depreciation

and amortization. We define Adjusted EBITDA as EBITDA adjusted for stock-based compensation, equity-based compensation to non-employees,

changes in fair value of warrant liabilities, changes in fair value of financial instruments accounted for at fair value, transaction

and merger-related costs, and other non-cash items. Changes in fair value of warrant liabilities reflect periodic mark-to-market adjustments

that will recur each reporting period as long as warrants remain outstanding and are excluded because they are non-cash and not reflective

of our core operating performance. Changes in fair value of convertible promissory notes and long-term debt relate to instruments settled

in connection with the Merger are excluded because they are not expected to recur in future periods.

We believe that each of these non-GAAP financial

measures provide additional metrics to evaluate our operations and, when considered with both our U.S. GAAP results and the reconciliation

to the closest comparable U.S. GAAP measures, provide a more complete understanding of our business than could be obtained absent this

disclosure. We use the non-GAAP financial measures, together with U.S. GAAP financial measures, such as net revenue, gross profit margins

and cash flow from operations, to assess our historical and prospective operating performance, to provide meaningful comparisons of operating

performance across periods, to enhance our understanding of our operating performance, and to compare our performance to that of our peers

and competitors.

The non-GAAP financial measures are presented

here because we believe they are useful to investors in assessing the operating performance of our business without the effect of non-cash

items, and other items as detailed below. The non-GAAP financial measures should not be considered in isolation or as alternatives to

net income (loss), income (loss) from operations or any other measure of financial performance calculated and prescribed in accordance

with U.S. GAAP. Our non-GAAP financial measures may not be comparable to similarly titled measures in other organizations because other

organizations may not calculate non-GAAP financial measures in the same manner as we do.

The following table provides a reconciliation

of EBITDA and Adjusted EBITDA to net loss, the most directly comparable financial measure presented in accordance with U.S. GAAP.

Three Months Ended

March 31,

($ in thousands)

2026

2025

Net loss

$ (90,419 )

$ (12,733 )

Depreciation

417

381

Amortization of right-of-use assets

209

183

Interest income

(517 )

(301 )

Interest expense

1,614

Provision for income taxes

EBITDA

(90,253 )

(10,855 )

Stock-based compensation

1,295

513

Equity-based payments to non-employees

643

—

Change in fair value of warrant liabilities

(26,555 )

(46 )

Change in fair value of convertible promissory notes

87,824

—

Change in fair value of long-term debt

2,470

—

Transaction costs

1,236

—

Adjusted EBITDA

$ (23,340 )

$ (10,388 )

Selected Financial Data Note

The financial data presented herein represents

selected results for the quarter ended March 31, 2026. The Company is finalizing with its independent registered public accounting firm

certain accounting determinations related to its post-combination capital structure. Accordingly, this release does not include a condensed

consolidated balance sheet or per share data. Complete condensed consolidated financial statements and per share data will be included

in the Company's Quarterly Report on Form 10-Q, expected to be filed later today.

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