Welcome to our dedicated page for Inflection Point SEC filings (Ticker: IPCXU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Inflection Point Acquisition Corp. III entered into a Business Combination Agreement to combine with Air Water Ventures entities, creating a publicly listed operating company (PubCo) through two successive mergers. The agreement contemplates (a) a First Merger where PubCo merges with Inflection Point and (b) a Second Merger where the Company merges into Merger Sub, leaving PubCo as the surviving public parent. Security conversions and exchange mechanics are specified for SPAC units, Class A and B shares, rights, Company ordinary and preferred shares, warrants, RSUs, PSUs and Merger Sub shares using defined exchange ratios tied in part to a $300,000,000 reference and the Redemption Price. Closing is subject to customary conditions including shareholder approvals, Nasdaq conditional listing, an effective Securities Act registration statement, specified representations and covenants, absence of material adverse effects and discharge of certain indebtedness. Financing includes a Pre-Funded PIPE of approximately $32.5 million and a Closing PIPE of approximately $31 million. The agreement includes multiple lock-up, sponsor support and registration rights arrangements and an Outside Date of August 25, 2026 with potential extensions.
Inflection Point Acquisition Corp. III reporting persons Inflection Point Holdings III LLC, Inflection Point Asset Management LLC and Michael Blitzer together report beneficial ownership of 8,933,333 Class A ordinary shares, representing 25.9% of the class. The ownership percentage is calculated on an aggregate class of 34,473,333 shares, which combines 26,040,000 outstanding Class A shares and 8,433,333 Class A shares issuable upon conversion of Class B shares. IPH is the record holder; IPAM manages IPH and Mr. Blitzer is CIO of IPAM and controls IPH. The filing discloses shared voting and dispositive power over the 8,933,333 shares and excludes 50,000 Class A shares issuable upon conversion of rights that are not deemed convertible within 60 days. A Joint Filing Agreement is attached.
Tenor-affiliated investors disclose shared ownership of 1,250,000 Class A ordinary shares of Inflection Point Acquisition Corp. III, representing 4.8% of the outstanding Class A shares per the issuer's 10-Q. The shares are held by Tenor Opportunity Master Fund, Ltd., with Tenor Capital Management Company, L.P. serving as the Master Fund's investment manager and Robin Shah identified as the related managing member. The filing reports no sole voting or dispositive power; all 1,250,000 shares are reported as shared voting and shared dispositive power.
The filing includes a certification that the securities were not acquired to change or influence control of the issuer. The report clarifies ownership and manager relationships but discloses a stake below common 5% materiality thresholds.
Healthcare of Ontario Pension Plan Trust Fund (HOOPP) reports beneficial ownership of 1,400,000 Class A ordinary shares of Inflection Point Acquisition Corp. III, representing 5.4% of the Class A shares outstanding based on the issuer's reported outstanding share count of 26,040,000. The filing discloses the position as held in units, with each unit consisting of one Class A share and one right; each right entitles the holder to receive one tenth of one Class A share.
The registrant states these securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer. The filing identifies HOOPP as a pension plan trust formed under Ontario law and is signed by HOOPP's compliance officer certifying the accuracy of the statement.
Healthcare of Ontario Pension Plan Trust Fund (HOOPP) reports beneficial ownership of 2,400,000 Class A ordinary shares of Siddhi Acquisition Corp, representing 8.6% of the Class A shares outstanding based on the issuer's reported share count of 27,938,000. The position is held in the form of units, each consisting of one Class A share and one right, where each right entitles the holder to one-tenth of a Class A share.
The filing identifies HOOPP as a pension plan trust formed under Ontario law and certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Schedule 13G disclosure by MMCAP International Inc. SPC and MM Asset Management Inc. The two reporting persons together state beneficial ownership of 1,400,000 Class A ordinary shares of Inflection Point Acquisition Corp. III, representing 5.38% of 26,040,000 Class A shares outstanding as reported by the issuer. The holders report no sole voting or dispositive power and shared voting and dispositive power over 1,400,000 shares, indicating coordinated but not unilateral control.
The filing certifies the shares were not acquired to change or influence control of the issuer and reports routine ownership information required for investors and regulators.
Inflection Point Acquisition Corp. III has a Schedule 13G on file reporting that three related AQR entities together beneficially own 1,400,000 Class A ordinary shares, representing 5.38% of the class. The filing shows shared voting power and shared dispositive power over the 1,400,000 shares and reports no sole voting or dispositive power for any of the reporting entities.
The filing identifies the reporting persons as AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC, and states these parties agreed the Schedule 13G is filed on behalf of each. The statement also includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
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