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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):
August 27, 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 1.01. Entry into a Material Definitive Agreement.
On August 31, 2026, Inflection
Point Acquisition Corp. VIII (the “Company”) consummated its initial public offering (“IPO”) of
28,750,000 units (the “Units”), including the issuance of 3,750,000 Units as a result of the underwriters’ exercise
of their over-allotment option in full. Each Unit consists of one Class A ordinary share of the Company (the “Public Shares”),
par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. The Units were
sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement on Form S-1 (File No. 333-298162) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”)
on August 10, 2026, as amended (the “Registration Statement”):
| ● | An
Underwriting Agreement, dated August 27, 2026, by and between the Company and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the underwriters (the “Representative”), a copy of which is attached
as Exhibit 1.1 hereto and is incorporated herein by reference. |
| ● | A
Warrant Agreement, dated August 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent,
a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. |
| ● | A
Letter Agreement, dated August 27, 2026, by and among the Company, its executive officers, its directors, and the Company’s sponsor,
Inflection Point Holdings VIII LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and is incorporated
herein by reference. |
| ● | An
Investment Management Trust Agreement, dated August 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company,
as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference. |
| ● | A
Registration Rights Agreement, dated August 27, 2026, by and among the Company, the Sponsor and the Holders signatory thereto, a copy
of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference. |
| |
● |
A
Private Placement Warrants Purchase Agreement, dated August 27, 2026, by and between the Company and the Sponsor (the “Sponsor
Private Placement Warrants Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated
herein by reference. |
| |
|
|
| |
● |
A
Private Placement Warrants Purchase Agreement, dated August 27, 2026, by and between the Company and the Representative (the “Representative
Private Placement Warrants Purchase Agreement” and together with the Sponsor Private Placement Warrants Purchase Agreement,
the “Private Placement Warrants Purchase Agreements”), a copy of which is attached as Exhibit 10.5 hereto and
is incorporated herein by reference. |
| |
|
|
| |
● |
Indemnity Agreements, dated August 27, 2026, by and between the Company and each director and executive officer (each, an “Indemnity
Agreement”), a copy of the form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| |
● |
A
Services and Indemnification Agreement, dated August 27, 2026, by and among the Company, the Sponsor and Inflection Point Asset Management
LLC, a copy of which is attached as Exhibit 10.7 hereto and is incorporated herein by reference. |
The
material terms of such agreements are fully described in the Company’s final prospectus, dated August 27, 2026 as filed with the
Commission on August 31, 2026 (the “Prospectus”) and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On August 31, 2026, simultaneously
with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of
an aggregate of 8,000,000 private placement warrants (the “Private Placement Warrants”) to the Sponsor and Representative
at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. Of the 8,000,000 Private
Placement Warrants, the Sponsor purchased 5,000,000 Private Placement Warrants and the Representative purchased 3,000,000 Private Placement
Warrants. The Private Placement Warrants are identical to the warrants sold in the IPO, except that, for so long as the Private Placement
Warrants are held by the Sponsor, Representative or their permitted transferees, the Private Placement Warrants (i) may not (including
the Class A Ordinary Shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned
or sold by the holders until 30 days after the completion of the Company’s initial business combination, (ii) will be entitled to
registration rights and (iii) with respect to private placement warrants held by Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC and/or its designees, will not be exercisable more than five years from the commencement of sales in this
offering in accordance with FINRA Rule 5110(g)(8). The Private Placement Warrants will be worthless if the Company does not complete an
initial business combination. The material terms of the Private Placement Warrants are fully described in the Prospectus and are incorporated
herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Warrants. The
issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
August 27, 2026, in connection with the IPO, Steven Tannenbaum, William J. Liquori and William Denkin were appointed to the board of directors
of the Company (the “Board”). Mr. Tannenbaum, Lieutenant General Liquori and Mr. Denkin are independent directors.
Effective August 27, 2026, Mr. Tannenbaum, Lieutenant General Liquori and Mr. Denkin were appointed to the Board’s Audit Committee,
with Mr. Denkin serving as chair of the Audit Committee, and Mr. Tannenbaum, Lieutenant General Liquori and Mr. Denkin were appointed
to the Board’s Compensation Committee, with Mr. Tannenbaum serving as chair of the Compensation Committee.
Following
the appointment of Mr. Tannenbaum, Lieutenant General Liquori and Mr. Denkin, the Board is comprised of three classes. The term of office
of the first class of directors, which consists of William Denkin, will expire at the Company’s first annual general meeting. The
term of office of the second class of directors, which consists of Steven Tannenbaum and William J. Liquori, will expire at the second
annual general meeting. The term of office of the third class of directors, which consists of Michael Blitzer, will expire at the third
annual general meeting.
On
August 27, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement,
as well as an Indemnity Agreement with the Company.
Other
than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed
as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving
the Company.
The
foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in
their entireties by reference to the Letter Agreement and form of Indemnity Agreement, copies of which are attached as Exhibit 10.1 and
10.6 hereto, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation
or Bylaws; Change in Fiscal Year.
On August 27, 2026, in connection
with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”),
effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein
by reference. The description of the Amended Charter does not purport to be complete and is qualified in its entirety by reference to
the Amended Charter, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $287,500,000 of
the net proceeds from the IPO (which amount includes up to $13,687,500 of the underwriters’ deferred discount) and the sale of the
Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting
as trustee. Except with respect to interest earned on the funds held in the trust account that may be withdrawn to fund the Company’s
working capital requirements, subject to an annual limit of $1,000,000 (plus the rollover of unused amounts from prior years), and/or
to pay for the Company’s taxes (any withdrawals to pay for its taxes (which shall exclude any 1% U.S. federal excise tax on stock
repurchases under the Inflation Reduction Act of 2022 that is imposed on the Company, if any) shall not be subject to the $1,000,000 annual
limitation described in the foregoing)), the proceeds from this IPO and the sale of the Private Placement Warrants deposited into the
trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business
combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination
if the Company determines it is desirable to facilitate the completion of the initial business combination, (ii) the redemption of its
Public Shares if the Company is unable to complete its initial business combination within the completion window, subject to applicable
law, or (iii) the redemption of its Public Shares properly submitted in connection with an amendment of the Amended Charter to (A) modify
the substance or timing of its obligation to allow redemption in connection with its initial business combination or to redeem 100% of
its Public Shares if it has not consummated an initial business combination within the completion window or (B) with respect to any other
material provisions relating to shareholders’ rights or pre-initial business combination activity.
On August 27, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On August 31, 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated August 27, 2026, by and between the Company and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the underwriters. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| 4.1 |
|
Warrant Agreement, dated August 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 |
|
Letter Agreement, dated August 27, 2026, by and among the Company, its executive officers, its directors, and Inflection Point Holdings VIII LLC. |
| 10.2 |
|
Investment Management Trust Agreement, dated August 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.3 |
|
Registration Rights Agreement, dated August 27, 2026, by and among the Company, Inflection Point Holdings VIII LLC and the Holders signatory thereto. |
| 10.4 |
|
Private Placement Warrants Purchase Agreement, dated August 27, 2026, by and between the Company and Inflection Point Holdings VIII LLC. |
| 10.5 |
|
Private Placement Warrants Purchase Agreement, dated August 27, 2026, by and between the Company and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC. |
| 10.6 |
|
Form of Indemnity Agreement. |
| 10.7 |
|
Services and Indemnification Agreement, dated August 27, 2026, by and between the Company, Inflection Point Holdings VIII LLC and Inflection Point Asset Management LLC. |
| 99.1 |
|
Press Release, dated August 27, 2026. |
| 99.2 |
|
Press Release, dated August 31, 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 2, 2026 |
|
|
Exhibit 99.1
Inflection Point Acquisition Corp. VIII Announces Pricing of $250
Million Initial Public Offering
Miami Beach, FL, Aug. 27, 2026 (GLOBE NEWSWIRE) -- Inflection Point
Acquisition Corp. VIII (the “Company”), a special purpose acquisition company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities,
today announced the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units will be listed
on The Nasdaq Global Market, or Nasdaq, and trade under the ticker symbol “IPHXU” beginning August 28, 2026. Each unit consists
of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one
Class A ordinary share at a price of $11.50 per share (subject to adjustment pursuant to certain anti-dilution rights). Once the securities
comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols
“IPHX” and “IPHXW,” respectively.
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.
The offering is expected to close on August 31, 2026, subject to customary
closing conditions.
Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC, is acting as sole book-running manager for the offering. The Company has granted the underwriters a 45-day option to
purchase up to an additional 3,750,000 units to cover over-allotments, if any.
A registration statement on Form S-1 (File No. 333-298162), as amended,
relating to the securities was declared effective by the Securities and Exchange Commission (“SEC”) on August 27, 2026. The
offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from: Cohen & Company
Capital Markets, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com or
by accessing the SEC’s website, www.sec.gov.
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.
Forward-Looking Statements
This press release contains statements that constitute "forward-looking
statements," including with respect to the expected closing of the proposed initial public offering and search for an initial business
combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. 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 and preliminary prospectus for the Company's offering filed with the 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 a North American or European business in disruptive growth sectors,
which complements the expertise of its management team. However, the Company may pursue an initial business combination in any industry,
sector or geographic region.
Contact
Kevin Shannon
Inflection Point Acquisition Corp. VIII
info@inflectionpointacquisition.com
Exhibit 99.2
Inflection Point Acquisition Corp. VIII Announces Closing of $287.5
Million Initial Public Offering
Miami Beach, FL, Aug. 31, 2026 (GLOBE NEWSWIRE) -- Inflection Point
Acquisition Corp. VIII (the “Company”), a special purpose acquisition company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, today announced
the closing of its initial public offering of 28,750,000 units, which includes 3,750,000 units issued pursuant to the full exercise by
the underwriters of their overallotment option at a price of $10.00 per unit, resulting in gross proceeds of $287,500,000. Each unit consists
of one Class A ordinary share and one-third of one redeemable warrant. The units are listed on The Nasdaq Global Market, or Nasdaq, and
began trading under the ticker symbol “IPHXU” on August 28, 2026. Once the securities comprising the units begin separate
trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “IPHX” and “IPHXW,”
respectively.
Concurrently with the closing of the initial public offering, the Company
closed on a private placement of 8,000,000 private placement warrants at a price of $1.00 per warrant, resulting in gross proceeds of
$8,000,000. Inflection Point Holdings VIII LLC, the Company’s sponsor, purchased 5,000,000 of the private placement warrants and
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters of the
initial public offering, purchased 3,000,000 of the warrants. Each private placement warrant entitles the holder thereof to purchase one
Class A ordinary share at $11.50 per share.
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.
Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC acted as sole book-running manager and Academy Securities, Inc. acted as co-manager for the offering. The Company had
granted the underwriters a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments, if any. Concurrently
with the closing of the initial public offering, the underwriters exercised the option to purchase an additional 3,750,000 units in full.
A registration statement on Form S-1 (File No. 333-298162), as amended,
relating to the securities was declared effective by the Securities and Exchange Commission (“SEC”) on August 27, 2026. The
offering was made only by means of a prospectus. Copies of the prospectus may be obtained from: Cohen & Company Capital Markets, 3
Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com or
by accessing the SEC’s website, www.sec.gov.
Of the net proceeds received from the consummation of the initial public
offering and simultaneous private placement, $287,500,000 ($10.00 per unit sold in the public offering) was placed in trust. An audited
balance sheet of the Company as of August 31, 2026 reflecting receipt of the proceeds upon consummation of the initial public offering
and the private placement will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the SEC.
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.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the anticipated use of the net proceeds of the initial public offering and simultaneous private
placement. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 and prospectus for the Company’s offering filed with the 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 a North American or European business in disruptive growth sectors, which
complements the expertise of its management team. However, the Company may pursue an initial business combination in any industry, sector
or geographic region.
Contact
Kevin Shannon
Inflection Point Acquisition Corp. VIII
info@inflectionpointacquisition.com
