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IPCX • CIK 0002012318
Inflection Point Acquisition Corp. III is a blank check company incorporated as a Cayman Islands exempted company on January 31, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Inflection Point has neither engaged in any operations nor generated any operating revenues to date. On February 5, 2024, Inflection Point Holdings III LLC (the “ Sponsor ”) made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of Inflection Point’s deferred offering costs and expenses, for which the Company issued 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the “ Class B Ordinary Shares ” or the “ Founder Shares ”) to the Sponsor (up to 750,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). Subsequently on October 10, 2024, we effected a share capitalization of 1,916,667 Inflection Point Class B Ordinary Shares, as a result of which our Sponsor owned 7,666,667 Founder Shares for which it paid approximately $0.003 per share. On November 18, 2024, we effected a share capitalization of 766,667 Inflection Point Class B Ordinary Shares, as a result of which our Sponsor owned 8,433,333 Founder Shares for which it paid approximately $0.003 per share. The registration statement for our initial public offering (the “ IPO ”) was declared effective on April 24, 2025. On April 28, 2025, we consummated the IPO of 25,300,000 units at $10.00 per unit (each “ Public Unit ”), generating gross proceeds of $253,000,000. Each Public Unit consists of one Class A ordinary share, par value $0.0001 per share (the “ Class A Ordinary Shares ” and the Class A Ordinary Shares included in the Public Units, the “ Public Shares ”) and one right (each a “ Public Right ”), with each right entitling the holder thereof to receive one-tenth of one Inflection Point Class A Ordinary Share. Simultaneously with the sale of the 25,300,000 Units in our IPO, we completed the private sale of an aggregate of 740,000 units (the “ Private Placement Units ” and together with the Public Units, the “ Units ,” and the Class A Ordinary Shares included in the Private Placement Units, the “ private placement shares ”) to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters (“ Cantor ”), at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $7,400,000. Of the 740,000 Private Placement Units, the Sponsor purchased 500,000 Private Placement Units and Cantor purchased 240,000 Private Placement Units. Following the closing of the IPO on April 28, 2025, an amount of $253,000,000 ($10.00 per unit) from the net proceeds of the sale of the Public Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in a trust account (the “ Trust Account ”), located in the United States, with Continental Stock Transfer & Trust Company (“ Continental ”) acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, and amounts withdrawn to fund our working capital requirements, subject to an annual limit of $250,000 (plus the rollover of unused amounts from prior years, “ permitted withdrawals ”) the proceeds from the IPO and the sale of the Private Placement Units placed in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Proposed Business Combination or another initial business combination, (ii) the redemption of the Public Shares if we are unable to complete the Proposed Business Combination or another initial business combination within the completion window, subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with any initial business combination or to redeem 100% of the Public Shares if Inflection Point has not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.…