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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):
September 30, 2026
INFLECTION POINT ACQUISITION CORP. VIII
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43464 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1680 Michigan Avenue Suite 700 #1032
Miami Beach, FL 33139
(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-third of one redeemable warrant |
|
IPHXU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 par value |
|
IPHX |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
IPHXW |
|
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 8.01. Other Events.
On September 30, 2026, Inflection Point Acquisition
Corp. VIII (the “Company”), with the consent of the representative of the underwriters of the Company’s initial
public offering, issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that
the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par
value $0.0001 per share (the “Class A Ordinary Shares”), and warrants (the “Warrants”) included
in the Units commencing on or about October 5, 2026. Each Unit consists of one Class A Ordinary Share and one-third of one redeemable
Warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Global Market under the symbol
“IPHXU”, and the Class A Ordinary Shares and Warrants will separately trade on The Nasdaq Global Market under the symbols
“IPHX” and “IPHXW”, respectively. No fractional Warrants will be issued upon separation of the
Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust
Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated September 30, 2026. |
| 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. VIII |
| |
|
|
| |
By: |
/s/ Kevin Shannon |
| |
|
Name: |
Kevin Shannon |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
| Dated: September 30, 2026 |
|
|
Exhibit 99.1
Inflection
Point Acquisition Corp. VIII Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about October
5, 2026
Miami Beach, FL, Sept. 30, 2026 (GLOBE NEWSWIRE) -- Inflection
Point Acquisition Corp. VIII (Nasdaq: IPHXU) (the “Company”) announced that holders of the units sold in the Company’s
initial public offering of 28,750,000 units, which includes 3,750,000 units issued pursuant to the exercise by the underwriters of their
overallotment option in full, completed on August 31, 2026 (the “Offering”) may elect to separately trade the Class
A ordinary shares and warrants included in the units commencing on or about October 5, 2026. Any units not separated will continue to
trade on The Nasdaq Global Market under the symbol “IPHXU”, and each of the Class A ordinary shares and warrants will separately
trade on The Nasdaq Global Market under the symbols “IPHX” and “IPHXW,” respectively. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact
Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary
shares and warrants.
The Company intends to pursue a business combination with a North American
or European business in disruptive growth sectors, which complements the expertise of its management team, but may pursue
an initial business combination in any industry, sector or geographic region. The Company is led by Chairman Michael Blitzer, Chief Executive
Officer Kevin Shannon, Chief Financial Officer Adam Saks and Directors William Denkin, Steven Tannenbaum, and William Liquori.
A registration statement relating
to the securities was declared effective on August 27, 2026 in accordance with Section 8(a) of the Securities Act of 1933, as amended.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Cautionary Note Concerning
Forward-Looking Statements
This press release contains statements
that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business
combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the
Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes
no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
About Inflection Point Acquisition
Corp. VIII
Inflection Point Acquisition
Corp. VIII’s acquisition and value creation strategy is to identify, partner with and help grow North American and European businesses
in disruptive growth sectors, which complements the expertise of its management team.
Contact
Kevin Shannon
Inflection Point Acquisition
Corp. VIII
kevin@inflectionpointacquisition.com
