SEC Form 4 · accession 0001104659-26-081215

Meridian3 Industrials Acquisition Corp · MIAC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.
• F2Pursuant to securities assignment agreements between Meridian3 Partners Sponsor LLC (the "Sponsor") and each of the sponsor team members, the Sponsor transferred an aggregate of 2,381,250 Class B Shares to the sponsor team members upon the closing of the Issuer's initial public offering (the "IPO") at $0.005 per share.
• F3Pursuant to a securities assignment agreement between the Reporting Person and the Sponsor, the Sponsor transferred 396,875 Class B Shares each to the Reporting Person and to Faramaraz Jeremey Mistry for a purchase price of $0.005 per share at IPO. The total 793,750 Class B Shares are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and Faramaraz Jeremey Mistry.
• F4Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination, or earlier upon redemption, or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants each to the Reporting Person and to Faramaraz Jeremey Mistry. The total 250,000 Private Placement Warrants are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and Faramaraz Jeremey Mistry.
• F5The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.
• F6The Reporting Person beneficially holds 793,750 Class B Shares and 250,000 Private Placement Warrants by virtue of their joint control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person also holds 25,000 Class B Shares, previously reported on Form 3, directly in their own name.
• F7The Reporting Person may be deemed to be the beneficial owner of the securities by virtue of their control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein.