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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 24, 2026
INFLECTION
POINT ACQUISITION CORP. III
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-42614 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
167
Madison Avenue Suite 205 #1017
New
York, New York 10016
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 295-5830
Not
Applicable
(Former name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one-tenth (1/10) of one Class A ordinary
share |
|
IPCXU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 par value |
|
IPCX |
|
The
Nasdaq Stock Market LLC |
| Rights,
each entitling the holder to receive one tenth (1/10) of one Class A ordinary share |
|
IPCXR |
|
The
Nasdaq Stock Market LLC |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 24, 2026, the board of directors (the “Board”) of Inflection Point Acquisition Corp. VI (the “Company”)
appointed Jae Hyun (James) Park to the Board. Mr. Park was appointed to serve as a Class II director with a term expiring at the Company’s
second annual meeting of stockholders.
The
Board appointed Mr. Park, who was determined to be an “independent director” as defined in the applicable rules of The Nasdaq
Stock Market LLC and the applicable rules of the U.S. Securities and Exchange Commission (the “Commission”), to the
Board’s Audit Committee as a member.
Jae
Hyun (James) Park, 59, is an investment professional and executive with extensive experience in cross-border capital markets, SPAC transactions,
and natural resources investments. Mr. Park currently serves as Executive Chairman of Keystone Acquisition Corp., a special purpose acquisition
company established in the Cayman Islands in November 2025, where he leads sponsor activities, capital formation, and strategic execution
of the company’s business combination objectives. He is also the Managing Member of Keystone International Acquisition Management
LLC, a Delaware-based entity formed in November 2025 that manages and operates the sponsor activities of Keystone Acquisition Corp. From
March 2021 to December 2025, Mr. Park served as Representative of East Asia for USA Rare Earth, where he was responsible for capital
raising initiatives and business development across the region. Earlier in his career, Mr. Park was a Certified Public Accountant (CPA)
licensed in the State of New York and spent approximately ten years at KPMG, where he worked in both external and internal audit functions.
During this time, he developed extensive expertise in financial reporting, auditing, and internal controls across a range of industries.
Mr. Park has significant experience in structuring and executing investments across private equity, SPACs, and commodities sectors, and
works closely with family offices and institutional investors globally on cross-border transactions and capital formation initiatives.
On
April 24, 2026, the Company entered into an indemnity agreement (the “Indemnity Agreement”) with Mr. Park, pursuant
to which the Company has agreed to provide contractual indemnification to Mr. Park, in addition to the indemnification provided in the
Company’s Amended and Restated Memorandum and Articles of Association, against liabilities that may arise by reason of his service
on the Board, and to advance expenses incurred as a result of any proceeding against Mr. Park as to which he could be indemnified, in
the form previously entered into by and between the Company and each of its other directors in connection with the Company’s initial
public offering.
On
April 24, 2026, the Company entered into a letter agreement with Mr. Park (the “Letter Agreement”) on substantially
the same terms as the form of letter agreement previously entered into by and between the Company and each of its other directors in
connection with the Company’s initial public offering.
The
foregoing descriptions of the Indemnity Agreement and the Letter Agreement do not purport to be complete and are qualified in their entireties
by reference to the form of indemnity agreement and the Letter Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2
hereto, respectively, and are incorporated herein by reference.
There
are no arrangements or understandings between Mr. Park and any other persons pursuant to which Mr. Park was selected as a director of
the Company. There are no family relationships between Mr. Park and any of the Company’s other directors or executive officers
and Mr. Park does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-283427), filed by the Company on January 16, 2025). |
| 10.2
|
|
Letter Agreement, dated April 24, 2026 by and between the Company and Jae Hyun Park. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
INFLECTION POINT ACQUISITION CORP. III |
| |
|
|
| |
By: |
/s/ Michael Blitzer |
| |
|
Name: |
Michael Blitzer |
| |
|
Title: |
Chairman and Chief Executive Officer |
| |
|
|
| Dated: April 24, 2026 |
|
|