$MRLN

Merlin, Inc.

CIK:0002028707|SEC Filings

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Income Statement [Abstract]
Revenue	$ 2,194	$ 3,107	$ 3,195	$ 3,975
Cost of revenue	2,090	3,066	3,729	3,780
Contract loss adjustments	223	0	(2,229)	0
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	0	(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	0	0	(87,824)	0
Change in fair value of long-term debt	0	0	(2,470)	0
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)	0	(9,641)	0
Series A Preferred Stock deemed dividend on down round	(60,848)	0	(60,848)	0
Net loss attributable to common stockholders	$ (127,499)	$ (16,296)	$ (219,335)	$ (29,029)
Net loss per share:
Basic (in dollars per share)	$ (1.40)	$ (0.23)	$ (2.68)	$ (0.41)
Diluted (in dollars per share)	$ (1.40)	$ (0.23)	$ (2.68)	$ (0.41)
Weighted-average shares outstanding:
Basic (in shares)	91,309,267	70,965,177	81,915,507	70,956,489
Diluted (in shares)	91,309,267	70,965,177	81,915,507	70,956,489

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities
Net loss	$ (148,846)	$ (29,029)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,129	770
Stock-based compensation	5,903	946
Equity-based payments to non-employees	752	0
Amortization of right-of-use assets	551	366
Non-cash interest expense	41	651
Gain on disposal of property and equipment	0	(2)
Change in fair value of warrant liabilities	(410)	3,879
Change in fair value of convertible promissory notes	87,824	0
Loss on foreign currency exchange rate	254	213
Contract loss expense accrual	155	0
Change in fair value of long-term debt	1,514	0
Write-off of capitalized transactions costs related to issuance of PIPE Warrants	1,226	0
Change in operating assets and liabilities:
Accounts receivable	(1,387)	(1,385)
Prepaid expenses and other current assets	(2,079)	(1,367)
Deposits	(139)	(3)
Accounts payable	2,724	1,034
Accrued expenses	4,454	2
Deferred revenue	42	(112)
Contract loss provision	(4,173)	(828)
Operating lease liabilities	(431)	(355)
Net cash used in operating activities	(50,896)	(25,220)
Cash flows from investing activities
Additions of property and equipment	(3,820)	(111)
Proceeds from sales of property and equipment	0	15
Net cash used in investing activities	(3,820)	(96)
Cash flows from financing activities
Repayments of long-term debt	(33,639)	(5,712)
Issuance of common stock in connection with the Merger	26,290	0
Payment of costs directly attributable to the Merger	(2,061)	0
Proceeds from exercise of common stock options	1,460	19
Proceeds from issuance of common stock upon exercise of warrants	12,992	0
Net cash provided by financing activities	181,493	(5,693)
Net increase (decrease) in cash, cash equivalents, and restricted cash	126,777	(31,009)
Cash, cash equivalents, and restricted cash at beginning of period	59,343	37,195
Cash, cash equivalents, and restricted cash at end of period	186,120	6,186
Supplemental disclosure of cash flow information
Interest	957	2,314
Taxes	6	8
Supplemental non-cash investing and financing activities
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	1,632	345
Property and equipment obtained for deposits paid in 2025	1,457	0
Issuance of redeemable convertible preferred stock upon exercise of warrants	6,859	0
Conversion of Pre-PIPE Bridge and Pre-Funded PIPE Notes to Series A Preferred Stock	116,931	0
Issuance of Series A Preferred Stock in exchange for 2024 LSA Amendment Warrants	3,745	0
Costs directly attributable to the Merger paid in 2025	2,714	0
Conversion of Series A Preferred Stock to common stock	26,090	0
Series A Preferred Stock dividends and accretion	9,641	0
Series A Preferred Stock deemed dividend on down round	60,848	0
PIPE Warrants
Cash flows from financing activities
Proceeds from issuance in connection with PIPE	48,195	0
Series A Preferred Stock
Cash flows from financing activities
Proceeds from issuance in connection with PIPE	71,805	0
Common Stock
Cash flows from financing activities
Proceeds from issuance in connection with PIPE	52,334	0
May 2026 PIPE Warrants
Cash flows from financing activities
Proceeds from issuance in connection with PIPE	27,680	0
Series A Preferred Stock
Cash flows from financing activities
Payments of transaction costs	(10,482)	0
Common Stock
Cash flows from financing activities
Payments of transaction costs	(8,528)	0
May 2026 PIPE Warrants
Cash flows from financing activities
Payment of transaction costs related to May 2026 PIPE	$ (4,553)	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands

Jun. 30, 2026

Dec. 31, 2025

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

Current liabilities:

Accounts payable

5,882

3,154

Accrued expenses

6,004

7,937

Deferred revenue

Contract loss provision

155

4,173

Operating lease liabilities, current

940

657

Long-term debt, current portion, net

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)

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

Additional paid-in capital

599,960

477,448

Accumulated deficit

(699,899)

(551,053)

Total stockholders' deficit

(99,929)

(73,598)

^[1]

Total liabilities, mezzanine equity, and stockholders' deficit

206,978

80,582

Series A Preferred Stock

Current liabilities:

Series A Preferred Stock and Redeemable convertible preferred stock

162,497

^[1]

Redeemable convertible preferred stock

Current liabilities:

Series A Preferred Stock and Redeemable convertible preferred stock

$ 0

^[1]

[1]	The shares of the Company's common stock and mezzanine equity have been retrospectively recast to reflect the change in the capital structure as a result of the Merger as described in Note 3. Reverse Recapitalization.