{"url_path":"/sec/cik-0002136530/8-k/2026-07-06/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/2136530/0001104659-26-080775-index.html","accession_number":"0001104659-26-080775","cik":"0002136530","ticker":null,"issuer_name":"Meridian3 Industrials Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2136530/0001104659-26-080775-index.html","primary_entity_key":"0002136530","primary_entity_name":"Meridian3 Industrials Acquisition Corp"},"word_count":287,"has_tables":true,"body_markdown":"**Item 3.02. Unregistered Sales of Equity Securities.**\n\nOn July 6, 2026, simultaneously\nwith the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of\nan aggregate of 5,500,000 warrants (the “Private Placement Warrants”) to the Sponsor and Cantor at a purchase price\nof $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5,500,000. Of the 5,500,000 Private Placement Warrants,\nthe Sponsor purchased 3,750,000 Private Placement Warrants and Cantor purchased 1,750,000 Private Placement Warrants. The Private Placement\nWarrants are identical to the Warrants included as part of the Units sold in the IPO, except that the Private Placement Warrants (i) will\nnot be redeemable by the Company, (ii) may not (including the Class A Ordinary Shares issuable upon exercise of the Private\nPlacement Warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the\nCompany’s initial business combination, (iii) may be exercised by the holders on a cashless basis, (iv) are entitled to\nregistration rights, and (v) with respect to the Private Placement Warrants held by Cantor and/or their designees, will not be exercisable\nmore than five years after the commencement of sales in the IPO. The Private Placement Warrants will be worthless if the Company does\nnot complete an initial business combination. The material terms of the Private Placement Warrants are fully described in the Prospectus\nand are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement\nWarrants. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of\nthe Securities Act of 1933, as amended.\n\n2"}