06/12/2026 | Press release | Distributed by Public on 06/12/2026 14:08
Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On June 8, 2026 (the "Signing Date"), Inflection Point Acquisition Corp. VI, a Cayman Islands exempted company (which shall transfer by way of continuation to and domesticate as a Delaware corporation prior to the Closing) ("Inflection Point"), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Business Combination Agreement"), by and among Inflection Point, IPFX PubCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of Inflection Point ("PubCo"), IPFX Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of PubCo ("Merger Sub"), and Quantum Space, LLC, a Delaware limited liability company ("Quantum Space"). The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination." Inflection Point and Quantum Space are individually referred to herein as a "Party" and, collectively, the "Parties."
The Business Combination values the combined company resulting from the completion of the Business Combination at a pro forma enterprise value of approximately $1.2 billion. Following closing of the Business Combination ("Closing"), the combined company will be organized in an umbrella partnership C corporation ("Up-C") structure, in which substantially all of the assets and the business of the combined company will be held by Quantum Space. The combined company's business will operate through Quantum Space and its subsidiaries. In connection with the Closing, PubCo will change its name to "Quantum Space, Inc." (such company after the Closing, "New Quantum Space").
The Business Combination Agreement and the Business Combination were approved by the boards of directors of each of Inflection Point and Quantum Space.
The Business Combination is expected to close in the fourth quarter of 2026, following the receipt of the required approvals by Inflection Point's shareholders and Quantum Space's equityholders and the fulfillment of other customary closing conditions.
The Domestication
Inflection Point will, subject to obtaining the required shareholder approvals and at least one day prior to the date of Closing (the "Closing Date"), change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication," and the domesticated Delaware entity "Domesticated Inflection Point").
Subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including the receipt of the required approval by Inflection Point's shareholders: (a) immediately prior to the Domestication, pursuant to the Sponsor Support Agreement (as defined below) and the Business Combination Agreement, each of the then issued and outstanding Class B ordinary shares of Inflection Point, par value $0.0001 per share (each, a "Cayman Class B Share"), will convert automatically, on a one-for-one basis, into a Class A ordinary share of Inflection Point, par value $0.0001 per share (each, a "Cayman Class A Share") (the "Sponsor Share Conversion"); (b) in connection with the Domestication, (i) each of the then issued and outstanding Cayman Class A Shares will convert automatically, on a one-for-one basis, into a share of common stock of Domesticated Inflection Point (the "Domesticated Inflection Point Common Stock"); (ii) each of the then issued and outstanding warrants of Inflection Point will convert automatically into a warrant to acquire one share of Domesticated Inflection Point Common Stock (each warrant, a "Domesticated Inflection Point Warrant"); and (iii) each of the then issued and outstanding units of Inflection Point will convert automatically into a unit of Domesticated Inflection Point, consisting of one share of Domesticated Inflection Point Common Stock and one-third (1/3rd) of one Domesticated Inflection Point Warrant, with any fractional Domesticated Inflection Point Warrants to be issued in connection with such separation rounded down to the nearest whole warrant.
The Recapitalization
Immediately prior to the Closing, Quantum Space will effectuate a recapitalization (the "Recapitalization"), pursuant to which, among other things, all outstanding equity securities of Quantum Space, other than the Series B Preferred Units (the "Series B Preferred Units") and the warrants to purchase Common Units (the "Series B Warrants") issued to the Pre-Funded PIPE Investors (as defined below) in the Series B Investment (as defined below), will be converted or exchanged into common units of Quantum Space (the "Quantum Space Common Units"), as set forth in the Seventh Amended and Restated Limited Liability Company Operating Agreement of Quantum Space, the result of which, among other things, will be that the Sellers (as defined in the Business Combination Agreement) will collectively hold Quantum Space Common Units as of immediately prior to the Closing.