Bleichroeder Acquisition I: Entry Into A Material Definitive Agreement, Completion Of Acquisition Or Disposition Of Assets, Unregistered Sales Of Equity Securities, Material Modification To Rights Of Security Holders, Change In Registrant’s Certifying Accountant, Changes In Control Of Registrant, Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year, Change In Shell Company Status, Other Events, Financial Statements And Exhibits

Item 1.01. Entry into a Material Definitive Agreement. Indemnification Agreements In connection with the consummation of the Transactions, the Company entered into indemnification agreements with each of its newly elected directors and executive officers. Each indemnification agreement provides for indemnification and advancement by the Company of certain expenses and costs relating to claims, suits, or proceedings arising from service to the Company or, at its request, service to other entities, as officers or directors to the maximum extent permitted by applicable law. The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the indemnification agreements, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Lock-Up Agreements Sponsor Lock-Up Agreement On the Closing Date, in connection with the consummation of the Transactions and as contemplated by the Business Combination Agreement, the Company and the Sponsor entered into the Sponsor Lock-Up Agreement (the “Sponsor Lock-Up Agreement”), pursuant to which the Sponsor and its permitted assigns agreed, among other things, not to sell, pledge, grant any option to purchase or otherwise dispose of (i) the Sponsor Lock-Up Shares prior to the date that is six months after the Closing Date and (ii) the Sponsor Lock-Up Units prior to the date that is 90 days after the Closing Date. The material terms of the Sponsor Lock-Up Agreement are described in the section of the Proxy Statement/Prospectus titled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Sponsor Lock-Up Agreement.” The foregoing description is qualified in its entirety by the text of the Sponsor Lock-Up Agreement, which is included as Exhibit 10.2 to this Current Report and is incorporated herein by reference. Company Lock-Up Agreement On the Closing Date, in connection with the consummation of the Transactions and as contemplated by the Business Combination Agreement the Company and certain equity holders of Legacy Merlin entered into the Merlin Lock-Up Agreement (the “Merlin Lock-Up Agreement”), pursuant to which the Merlin Lock-Up Holders agreed not to, among other things, sell, pledge, grant any option to purchase or otherwise dispose of the Lock-Up Shares, prior to the date that is six months after the Closing Date. The material terms of the Merlin Lock-Up Agreement are described in the section of the Proxy Statement/Prospectus titled “Proposal No. 1—The Business Combination Proposal—Related Agreements— Merlin Lock-Up Agreement.” The foregoing description is qualified in its entirety by the text of the Merlin Lock-Up Agreement, which is included as Exhibit 10.3 to this Current Report and is incorporated herein by reference. 4 Amended and Restated Registration Rights Agreement On the Closing Date, in connection with the consummation of the Transactions and as contemplated by the Business Combination Agreement, the Company, the Sponsor, certain persons and entities receiving shares of New Merlin Common Stock in connection with the Business Combination (the “Merlin Stockholders”), and other parties thereto entered into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor, the Merlin Stockholders and other parties thereto will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of the Company that they hold following the Business Combination. The Company has agreed to use its commercially reasonable efforts to (1) file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the parties to the A&R Registration Rights Agreement and (2) cause the registration statement to become effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the parties thereto may demand underwritten offerings and will be entitled to customary piggyback registration rights. The material terms of the A&R Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus titled “Proposal No. 1—The Business Combination Proposal—Related Agreements— Registration Rights Agreement” and “Certain Relationships and Related Person Transactions—Post-Business Combination Arrangements—Registration Rights Agreement.” The foregoing description of the A&R Registration Rights Agreement is qualified in its entirety by the full text of the A&R Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report and incorporated herein by reference. Securities Purchase Agreements Pursuant to the securities purchase agreements (as amended and supplemented, the “Securities Purchase Agreements”) entered into on August 13, 2025 and as amended on November 17, 2025, by and among Inflection Point, Legacy Merlin and certain investors (collectively, the “PIPE Investors”), Inflection Point issued and sold to the PIPE Investors (substantially concurrently with the consummation of the Transactions) an aggregate of (i) 9,803,922 shares of the Series A Preferred Stock and (ii) New Merlin Series A Warrants to purchase shares of Common Stock, for a total purchase price of $100.0 million (the “Initial PIPE Investment”). Additionally, pursuant to the Securities Purchase Agreements, the Additional Closing PIPE Investors agreed to purchase an aggregate of 1,666,668 shares of Series A Preferred Stock and Upsized New Merlin Series A Warrants to purchase a number of shares of New Merlin Common Stock equal to 75% of the number of New Merlin Common Stock into which such shares of Series A Preferred Stock are initially convertible, for a total purchase price of $20 million (together with the Initial PIPE Investment, the “PIPE Investment”). The material terms of the Securities Purchase Agreements are described in the Proxy Statement/Prospectus in the section titled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Series A SPA.” The foregoing description of the Securities Purchase Agreements is a summary only, does not purport to be complete, and is qualified in its entirety by the full text of the forms of Securities Purchase Agreements, which are incorporated by reference to this Current Report as Exhibits 10.15, 10.16, and 10.17. Company Incentive Plan and Stock Purchase Plan The information set forth under Item 5.02 of this Current Report is incorporated herein by reference. Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure set forth under “Introductory Note—Domestication and Transactions” above is incorporated into this Item 2.01 by reference. 5 FORM 10 INFORMATION Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as Inflection Point was immediately before the Transactions, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Transactions, and as discussed below in Item 5.06 of this Current Report, the Company has ceased to be a shell company. Accordingly, the Company is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Transactions, unless otherwise specifically indicated or the context otherwise requires. Cautionary Note Regarding Forward-Looking Statements This Current Report and the documents incorporated herein by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations of our businesses. These statements are based on the beliefs and assumptions of the Company’s management. The Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report and in any document incorporated by reference in the Proxy Statement/Prospectus may include, for example, statements about Legacy Merlin prior to the consummation of the Transactions and the Company following the consummation of the Transactions, including: ● the ability of the Company to realize the benefits expected from the Transactions; ● the ability to maintain the listing of the New Merlin Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”); ● the ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness; ● the future financial performance of the Company following the Business Combination; ● the Company’s ability to retain or recruit, or to effect changes required in, its officers, key employees or directors following the Business Combination; ● changes in the market for the Company’s products and services and the Company’s ability to effectively compete in the aviation technology industry following the Business Combination; ● the Company’s ability to comply with laws and regulations applicable to its business; ● expectations regarding the time during which the Company will be an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, as amended; and ● other risks and uncertainties set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 35 of the Proxy Statement/Prospectus, which is incorporated herein by reference. These forward-looking statements are based on information available as of the date of this Current Report and the Company’s management teams’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the views of the Company’s management as of any subsequent date. The Company does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws. 6 Business The business and properties of Inflection Point and Legacy Merlin prior to the Business Combination are described in the Proxy Statement/Prospectus in the sections titled “Information About Inflection Point” beginning on page 201 and “Information About Merlin Labs” beginning on page 236 of the Proxy Statement/Prospectus, which are incorporated herein by reference. Risk Factors The risks associated with the Company’s business are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 35 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Financial Information Audited Financial Statements The audited financial statements of Legacy Merlin as of and for the years ended December 31, 2025 and 2024 and the related notes thereto are set forth in Item 9.01 of this Current Report and are incorporated herein by reference. These audited financial statements should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein. Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined financial information of Legacy Merlin and Inflection Point as of and for the year ended December 31, 2025 and the related notes thereto are set forth in Item 9.01 of this Current Report and are incorporated herein by reference. Management’s Discussion and Analysis of Financial Condition and Results of Operations Reference is made to the disclosure contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Legacy Merlin, which is set forth in Exhibit 99.2 hereto and is incorporated herein by reference. Reference is made to the disclosure contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Inflection Point, which is included in Inflection Point’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026 (the “Inflection Point Annual Report”) beginning on page 56 and is incorporated herein by reference. Quantitative and Qualitative Disclosures about Market Risk Reference is made to the disclosure contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Legacy Merlin which is set forth in Exhibit 99.2 hereto and is incorporated herein by reference. Reference is made to the disclosure contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Inflection Point, which is included in Inflection Point Annual Report beginning on page 56 and is incorporated herein by reference. 7 Properties Reference is made to the disclosure contained in the Proxy Statement/Prospectus in the section titled “Information About Merlin Labs,” which is incorporated herein by reference. Security Ownership of Certain Beneficial Owners and Management The following table sets forth beneficial ownership of New Merlin Common Stock following the consummation of the Transactions by: ● each person who is known to be the beneficial owner of more than 5% of the outstanding shares of the New Merlin Common Stock; ● each of the Company’s current named executive officers and directors; and ● all current executive officers and directors of the Company as a group. The information below is based on an aggregate of 84,262,886 shares of New Merlin Common Stock and 21,715,451 shares of Series A Preferred Stock issued and outstanding as of the consummation of the Transactions. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including Warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, the Company believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them. Name and Address of Beneficial Owner(1) Number of Shares of Common Stock Beneficially Owned % 12.0% Series A Cumulative Convertible Preferred Stock % 5% Holders Bleichroeder Sponsor 1 LLC (the “Sponsor”)(2) 8,800,833 10.4% — — Alyeska Master Fund, L.P.(3)(4) 10,853,922 9.99% 9,803,922 45.2% First Round Capital(5) 11,748,961 13.9% 272,210 1.3% Quiet Venture(6) 11,947,548 14.2% 464,534 2.1% Bling Capital(7) 6,853,516 8.1% 216,629 1.0% SnowPoint Ventures(8) 6,637,530 7.9% 795,474 3.7% WTI(9) 4,794,779 5.7% 1,146,155 5.3% Floodgate Fund VI, L.P.(10) 5,008,273 5.9% 160,997 * Directors and Executive Officers of the Company Matt George(11) 16,403,107 19.5% — — Ryan Carrithers — — — — Leslie Ravestein — — — — Michael Blitzer 3,293,192 3.9% 1,572,603 7.2% Kenneth Braithwaite — — — — Kelyn Brannon — — — — Michael Montelongo — — — — Dr. Robert H. Smith — — — — Carolyn Trabuco — — — — All directors and executive officers as a group (9 individuals) 19,696,299 23.4% 1,572,603 7.2% * Less than one percent (1)Unless otherwise noted, the business address of each of those listed in the table above is c/o Merlin, Inc. 129 South Street Boston, MA 02111. 8 (2)The Sponsor is the record holder of such shares. Consists of (i) 8,333,333 shares of New Merlin Common Stock upon the conversion of 8,333,333 Founder Shares, which were initially purchased in a private placement that closed prior to the IPO for $0.004 per share and (ii) 467,500 shares of New Merlin Common Stock upon the exchange of 425,000 Private Placement Units, which were initially purchased in a private placement that closed concurrently with the IPO for $10.00 per unit. MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Michel Combes is the manager), as well as Andrew Gundlach, are the managing members of the Sponsor and hold voting and investment discretion with respect to the shares held of record by the Sponsor. Mr. Combes and Mr. Gundlach disclaim any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The business address of the Sponsor is c/o Inflection Point Acquisition Corp. IV, 1345 Avenue of the Americas, Fl 47, New York, NY 10105. (3)Consists of (i) 9,803,922 shares of New Merlin Common Stock issuable upon conversion of 9,803,922 shares of Series A Preferred Stock to be issued to Alyeska and (ii) 9,803,922 shares of New Merlin Common Stock issuable upon exercise of the New Merlin Series A Warrant to be issued to Alyeska, at the initial exercise price, convertible or exercisable (as applicable) within 60 days. (4)Alyeska has informed Inflection Point that it has opted for 9.99% beneficial ownership blockers, pursuant to which it may not convert Series A Preferred Stock or exercise the New Merlin Series A Warrant to the extent that after giving effect to such conversion or exercise, Alyeska (together with its affiliates, and any persons acting as a group together with it or any of its affiliates) would beneficially own in excess of 9.99% of the outstanding New Merlin Common Stock calculated in accordance with the rules of the SEC. Alyeska Investment Group, L.P., the investment manager of Alyeska, has voting and investment control of the shares held by Alyeska. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601. (5)The business address of First Round Capital is 2400 Market Street, Suite 237, Philadelphia PA 19103. (6)The business address of Quiet Venture is 113 Cherry Street PMB 27167, Seattle WA 98104. (7)The business address of Bling Capital is 135 Palm Avenue, Miami Beach FL 33139. (8)The business address of SnowPoint Ventures is 700 S. Rosemary Ave, Suite 204, West Palm Beach, FL 33401. Read More

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