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Inflection Point Acquisition Corp. III (IPCX) insiders convert 8.43M Class B shares in merger

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Inflection Point Holdings III LLC, managed by Inflection Point Asset Management LLC and associated with Michael Blitzer, reported the conversion of SPAC founder securities in connection with the Closing of the Business Combination between Inflection Point Acquisition Corp. III and Air Water Ventures Holdings Limited. On 2026-08-12, 8,433,333 Class B ordinary shares automatically converted into 8,433,333 Class A ordinary shares, and 500,000 rights, each for one-tenth of a share, converted into 50,000 Class A ordinary shares. The derivative positions (Class B shares and rights) were reduced to zero as they became Class A ordinary shares, with Inflection Point Asset Management LLC and Michael Blitzer disclaiming beneficial ownership beyond any pecuniary interest in the securities held of record by Inflection Point Holdings III LLC.

Positive

  • None.

Negative

  • None.
Insider Inflection Point Holdings III LLC, Inflection Point Asset Management LLC, BLITZER MICHAEL
Role Director, 10% Owner | Director, 10% Owner | See Remarks
Type Security Shares Price Value
Exercise Class B Ordinary Shares, par value $0.0001 per share F1, F2 8,433,333 -- --
Exercise Rights to receive Class A ordinary shares F3, F2 500,000 -- --
Grant/Award Class A Ordinary Shares, par value $0.0001 per share F1, F2 8,433,333 -- --
Grant/Award Class A Ordinary Shares, par value $0.0001 per share F3, F2 50,000 -- --
Holdings After Transaction: Class B Ordinary Shares, par value $0.0001 per share — 0 shares (Direct); Rights to receive Class A ordinary shares — 0 shares (Direct); Class A Ordinary Shares, par value $0.0001 per share — 8,983,333 shares (Direct)
Footnotes (3)
  1. F1. In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).
  2. F2. 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.
  3. F3. In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 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).
Class B shares converted 8,433,333 shares Each Class B ordinary share converted into one Class A ordinary share at Closing of the Business Combination
Rights converted 500,000 rights Each right to receive one-tenth of a Class A share converted at Closing of the Business Combination
Class A from rights 50,000 shares 500,000 rights converted into 50,000 Class A ordinary shares in connection with the Closing
Derivative exercise shares 8,933,333 shares Total derivative shares exercised or converted (Class B plus rights) per transaction summary
Business Combination financial
"In connection with the closing (the "Closing") of the business combination"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Class B ordinary shares financial
"each of the Issuer's Class B ordinary shares converted into one Class A"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
rights to receive Class A ordinary shares financial
"the 500,000 rights held by Inflection Point Holdings III LLC, each entitling"
pecuniary interest financial
"other than to the extent of any pecuniary interest it or he may have"

FAQ

What insider equity changes were reported for IPCX on this Form 4?

The reporting entities converted 8,433,333 Class B shares into Class A shares and 500,000 rights into 50,000 Class A shares at the Business Combination closing, eliminating the underlying derivative positions.

Did the IPCX Form 4 report any open-market buys or sells of shares?

No. The Form 4 reports exercises/conversions of derivative securities and related acquisitions of Class A ordinary shares in connection with the Business Combination, not open-market purchases or sales at a stated price.

Who is the record holder of the IPCX securities reported on this Form 4?

Inflection Point Holdings III LLC is the record holder of the reported securities. Inflection Point Asset Management LLC manages it and shares voting and investment discretion over those holdings as described in the footnotes.

What beneficial ownership disclaimers are included in the IPCX Form 4?

Inflection Point Asset Management LLC and Michael Blitzer disclaim beneficial ownership of securities held by Inflection Point Holdings III LLC, except to the extent of any direct or indirect pecuniary interest they may have.

How many IPCX Class A shares were received from rights conversion?

Upon Closing of the Business Combination, 500,000 rights, each for one-tenth of a Class A share, converted into 50,000 Class A ordinary shares, as outlined in the Description of Securities section referenced in the footnote.

What happened to the Class B ordinary shares of IPCX at the Business Combination closing?

Each Class B ordinary share converted into one Class A ordinary share at Closing, resulting in 8,433,333 Class A ordinary shares and reducing the Class B derivative position to zero, consistent with the SPAC’s described capital structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Inflection Point Holdings III LLC

(Last)(First)(Middle)
C/O INFLECTION POINT ACQ. CORP. III
167 MADISON AVENUE, SUITE 205 #1017

(Street)
NEW YORK NEW YORK 10016

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Inflection Point Acquisition Corp. III [ IPCX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)XOther (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Ordinary Shares, par value $0.0001 per share08/12/2026A8,433,333A(1)8,933,333D(2)
Class A Ordinary Shares, par value $0.0001 per share08/12/2026A50,000A(3)8,983,333D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares, par value $0.0001 per share(1)08/12/2026M(1)8,433,333 (1) (1)Class A ordinary shares, par value $0.0001 per share8,433,333(1)0D(2)
Rights to receive Class A ordinary shares(3)08/12/2026M(3)500,000 (3) (3)Class A Ordinary Shares, par value $0.0001 per share50,000(3)0D(2)
1. Name and Address of Reporting Person*
Inflection Point Holdings III LLC

(Last)(First)(Middle)
C/O INFLECTION POINT ACQ. CORP. III
167 MADISON AVENUE, SUITE 205 #1017

(Street)
NEW YORK NEW YORK 10016

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)XOther (specify below)
See Remarks
1. Name and Address of Reporting Person*
Inflection Point Asset Management LLC

(Last)(First)(Middle)
C/O INFLECTION POINT ACQ. CORP. III
167 MADISON AVENUE, SUITE 205 #1017

(Street)
NEW YORK NEW YORK 10016

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)XOther (specify below)
See Remarks
1. Name and Address of Reporting Person*
BLITZER MICHAEL

(Last)(First)(Middle)
C/O INFLECTION POINT ACQ. CORP. III
167 MADISON AVENUE, SUITE 205 #1017

(Street)
NEW YORK NEW YORK 10016

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
Explanation of Responses:
1. In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).
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.
3. In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 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).
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 was a member of the board of directors of the Issuer until the Business Combination.
/s/ Michael Blitzer for Inflection Point Holdings III LLC, Name: Michael Blitzer Title: Chief Investment Officer of Manager08/14/2026
/s/ Michael Blitzer for Inflection Point Asset Management LLC, Name: Michael Blitzer Title: Chief Investment Officer08/14/2026
/s/ Michael Blitzer08/14/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)