[SCHEDULE 13G/A] Inflection Point Acquisition Corp. III Units SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure: Reporting Persons clearly identify the beneficial owner, investment manager, and related natural person linked to the 1,250,000 shares.
• Full shared authority disclosed: The filing specifies shared voting and shared dispositive power for all reported shares, improving clarity on decision rights.
• Certification of non-control intent: Reporting Persons certify the securities were not acquired to change or influence control of the issuer.

Negative

• Below 5% threshold: The 4.8% position is explicitly under common materiality thresholds and is therefore unlikely to be a material control stake.
• No sole voting/dispositive power: Each Reporting Person reports 0 shares of sole voting or dispositive power, limiting individual control influence.

Insights

Financial Analyst

TL;DR: A disclosed 1.25M-share, 4.8% position is transparent but below the typical 5% materiality threshold, so market impact is likely limited.

The filing shows Tenor Opportunity Master Fund holds 1,250,000 Class A shares with shared voting and dispositive power, and Tenor Capital acts as investment manager. The structure indicates alignment between the fund, its manager, and Robin Shah, but the stake is explicitly under 5% of the Class A outstanding shares cited in the issuer's 10-Q. Because there is no sole voting or dispositive power and the certification denies control-seeking intent, this disclosure primarily increases transparency rather than signaling a material change in control or strategy.

Corporate Governance Expert

TL;DR: Ownership disclosure clarifies control relationships but does not convey a governance shift given the sub-5% position and shared powers.

The report identifies the beneficial holder (the Master Fund), the investment manager (Tenor Capital), and the related natural person (Robin Shah), and disclaims sole beneficial ownership. All 1,250,000 shares are reported as held with shared voting and dispositive authority, and the filing includes a certification that the holdings were not acquired to influence control. For board or governance considerations, the disclosed stake is below common triggering thresholds and shows no evidence within the filing of coordination intended to change governance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Inflection Point Acquisition Corp. III

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G47875128

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G47875128

1

Names of Reporting Persons

Tenor Capital Management Company, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,250,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,250,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,250,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.8 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP No. G47875128

1

Names of Reporting Persons

Tenor Opportunity Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,250,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,250,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,250,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.8 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP No. G47875128

1

Names of Reporting Persons

Robin Shah

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,250,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,250,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,250,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.8 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Inflection Point Acquisition Corp. III
(b)	Address of issuer's principal executive offices: 167 Madison Avenue, Suite 205 #1017 New York, NY 10016
Item 2.
(a)	Name of person filing: Tenor Capital Management Company, L.P. Tenor Opportunity Master Fund, Ltd. Robin Shah
(b)	Address or principal business office or, if none, residence: 810 Seventh Avenue, Suite 1905, New York, NY 10019
(c)	Citizenship: Tenor Capital Management Company, L.P. - Delaware Tenor Opportunity Master Fund, Ltd. - Cayman Islands Robin Shah - USA
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G47875128
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Tenor Capital Management Company, L.P. - 4.8% Tenor Opportunity Master Fund, Ltd. - 4.8% Robin Shah - 4.8% The Class A Ordinary Shares (the "Shares") reported herein are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer's 10-Q, filed on June 9, 2025 indicating that there are 26,040,000 Shares issued and outstanding as of the date of the filing.
(b)	Percent of class: Tenor Capital Management Company, L.P. - 4.8% Tenor Opportunity Master Fund, Ltd. - 4.8% Robin Shah - 4.8%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
	(ii) Shared power to vote or to direct the vote: Tenor Capital Management Company, L.P. - 1,250,000 Tenor Opportunity Master Fund, Ltd. - 1,250,000 Robin Shah - 1,250,000
	(iii) Sole power to dispose or to direct the disposition of: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
	(iv) Shared power to dispose or to direct the disposition of: Tenor Capital Management Company, L.P. - 1,250,000 Tenor Opportunity Master Fund, Ltd. - 1,250,000 Robin Shah - 1,250,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Tenor Capital Management Company, L.P.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
Date:	08/14/2025

Tenor Opportunity Master Fund, Ltd.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Authorized Signatory
Date:	08/14/2025

Robin Shah

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah
Date:	08/14/2025

Exhibit Information

EXHIBIT I - JOINT FILING STATEMENT

FAQ

How many Class A shares of Inflection Point Acquisition (IPCXU) do Tenor-related entities report owning?

The Reporting Persons disclose beneficial ownership of 1,250,000 Class A shares.

What percentage of IPCXU's Class A shares does the 1,250,000-share position represent?

The filing states this represents 4.8% of the Class A shares, based on the issuer's reported 26,040,000 shares outstanding.

Who are the Reporting Persons named in the Schedule 13G/A for IPCXU?

The filers are Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah.

Do the Reporting Persons claim sole voting or dispositive power over the shares?

No. The filing reports 0 shares of sole voting power and 1,250,000 shares of shared voting and dispositive power.

Was the stake reported as intended to influence control of IPCXU?

The filing includes a certification stating the securities were not acquired to change or influence control of the issuer.