| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Meridian3 Industrials Acquisition Corp [ MIAC ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 07/06/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1) | 07/06/2026 | J | 2,381,250 | (1) | (1) | Class A Ordinary Shares | 2,381,250 | $0.005(2) | 2,450,000 | I | Through Meridian3 Partners Sponsor LLC(7) | |||
| Class B Ordinary Shares | (1) | 07/06/2026 | J | 793,750 | (1) | (1) | Class A Ordinary Shares | 793,750 | $0.005(3) | 793,750 | I | Through Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP(6) | |||
| Private Placement Warrants (Right to Buy)(4) | $11.5 | 07/06/2026 | J | 3,750,000 | (4) | (4) | Class A Ordinary Shares | 3,750,000 | $1(5) | 3,750,000 | I | Through Meridian3 Partners Sponsor LLC(7) | |||
| Private Placement Warrants (Right to Buy)(4) | $11.5 | 07/06/2026 | J | 750,000 | (4) | (4) | Class A Ordinary Shares | 750,000 | $1(5) | 3,000,000 | I | Through Meridian3 Partners Sponsor LLC(7) | |||
| Private Placement Warrants (Right to Buy)(4) | $11.5 | 07/06/2026 | J | 250,000 | (4) | (4) | Class A Ordinary Shares | 250,000 | $1(5) | 250,000 | I | Through Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP(6) | |||
| Explanation of Responses: |
| 1. The 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. |
| 2. Pursuant 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. |
| 3. Pursuant 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 David Robert Bulley 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 David Robert Bulley. |
| 4. Each 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 David Robert Bulley. 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 David Robert Bulley |
| 5. The 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. |
| 6. The 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. |
| 7. The 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. |
| /s/ Mistry Faramaraz Jeremey | 07/07/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||