04/30/2025 | Press release | Distributed by Public on 04/30/2025 15:56
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Rights to receive Class A ordinary shares | (4) | 04/28/2025 | A | 500,000 | (4) | (4) | Class A Ordinary Shares, par value $0.0001 per share | 50,000 | (2) | 500,000(4) | D(3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Inflection Point Holdings III LLC C/O INFLECTION POINT ACQ CORP. III 167 MADISON AVENUE, SUITE 205 #1017 NEW YORK, NY 10016 |
X | X | See Remarks | |
Inflection Point Asset Management LLC C/O INFLECTION POINT ACQ CORP. III 167 MADISON AVENUE, SUITE 205 #1017 NEW YORK, NY 10016 |
X | X | See Remarks | |
BLITZER MICHAEL C/O INFLECTION POINT ACQ CORP. III 167 MADISON AVENUE, SUITE 205 #1017 NEW YORK, NY 10016 |
X | X | See Remarks |
/s/ Michael Blitzer for Inflection Point Holdings III LLC, Name: Michael Blitzer Title: Chief Investment Officer of Manager | 04/30/2025 | |
**Signature of Reporting Person | Date | |
/s/ Michael Blitzer for Inflection Point Asset Management LLC, Name: Michael Blitzer Title: Chief Investment Officer | 04/30/2025 | |
**Signature of Reporting Person | Date | |
/s/ Michael Blitzer | 04/30/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Consists of 500,000 Class A ordinary shares, par value $0.0001 per share of the Issuer that are included in the 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering. |
(2) | Each private placement unit was purchased for $10.00 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination. |
(3) | Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly. |
(4) | Consists of 500,000 rights to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination that are included in 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering. As described in the in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended) under the heading "Description of Securities--Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights. |
Remarks: Inflection Point Holdings III LLC and Inflection Point Asset Management LLC may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Michael Blitzer is a member of the board of directors of the Issuer. |