04/24/2025 | Press release | Distributed by Public on 04/24/2025 15:28
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares, par value $0.0001 per share | (1) | (1) | Class A Ordinary Shares, par value $0.0001 per share | 8,433,333 | (1) | D(2) | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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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 | |
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Inflection Point Asset Management LLC C/O INFLECTION POINT ACQ CORP. II 167 MADISON AVENUE, SUITE 205 #1017 NEW YORK, NY 10016 |
X | X | See Remarks | |
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BLITZER MICHAEL C/O INFLECTION POINT ACQ CORP. II 167 MADISON AVENUE, SUITE 205 #1017 NEW YORK, NY 10016 |
X | X | See Remarks | |
| v/s/ Michael Blitzer for Inflection Point Holdings III LLC, Name: Michael Blitzer Title: Chief Investment Officer of Manager | 04/24/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael Blitzer for Inflection Point Asset Management LLC, Name: Michael Blitzer Title: Chief Investment Officer | 04/24/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael Blitzer | 04/24/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,100,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. |
| (2) | 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. |
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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 the chief executive officer and chairman of the board of directors of the Issuer. |
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