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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 14, 2024 (August 13, 2024)
INFLECTION POINT ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-41711 |
|
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) 476-6908
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-half of one redeemable warrant |
|
IPXXU |
|
The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 par value |
|
IPXX |
|
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 |
|
IPXXW |
|
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.
Second Amendment to Services and Indemnification Agreement
On August 13, 2024, Inflection Point Acquisition
Corp. II (the “Company”), Inflection Point Holdings II LLC, Delaware limited liability company (the “Sponsor”),
The Venture Collective LLC, an affiliate of our director Nicholas Shekerdemian (“TVC”), Peter Ondishin and Kevin Shannon
entered into a second amendment (the “Second Amendment”) to the Company’s services and indemnification agreement,
dated May 24, 2023, by and among the Company, the Sponsor, TVC, Mr. Ondishin and Mr. Shannon (as amended by the Amendment to Services
and Indemnification Agreement, dated as of March 28, 2024, the “Services and Indemnification Agreement”), pursuant
to which the Company received the services of Mr. Ondishin, as chief financial officer of the Company, and Kevin Shannon, as chief of
the staff for the Company, in exchange for a monthly fee of $24,091.00 to TVC (the “Monthly Fee”).
Pursuant to the Second Amendment, the parties agreed
to reduce the Monthly Fee, effective as of April 1, 2024, from $24,091.000 to $18,882.02 starting April 1, 2024. The remaining terms
of the Services and Indemnification Agreement, including the services and indemnities provided thereto, are unchanged by the Second Amendment.
The foregoing summary of the Second Amendment is
qualified in its entirety by reference to the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and
is incorporated herein by reference.
Working Capital Promissory Note
On August 13, 2024, the Company,
issued a convertible promissory note (the “Note”) to Michael Blitzer, its Chief Executive Officer (“Mr. Blitzer”),
pursuant to which the Company may borrow up to $2,500,000 from Mr. Blitzer upon delivery of a written request of the Company related to
ongoing expenses reasonably related to the business of the Company and the consummation of a business combination.
The Note does not bear interest
and all unpaid principal under the Note shall be due and payable in full on the earlier of (i) November 30, 2024, or such later date by
which the Company must consummate a business combination pursuant to its governing documents (as may be amended by a shareholder vote)
and (ii) the effective date of a business combination (such earlier date, the “Maturity Date”), unless accelerated
upon the occurrence of an event of default as set forth in the Note. Mr. Blitzer will have the option, at any time on or prior to the repayment of all amounts outstanding under the Note, to convert any amounts outstanding under the Note, up to $1,500,000 in the aggregate, into warrants to purchase Class A
ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”), at a conversion price of
$1.00 per warrant, with each warrant entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject
to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.
The foregoing summary of
the Note is qualified in its entirety by reference to the Note, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and
is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth
above under the heading “Working Capital Promissory Note” in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein.
Item 3.02 Unregistered
Sales of Equity Securities.
The disclosure set forth
above under the heading “Working Capital Promissory Note” in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein.
These securities were issued
pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The Sponsor is an
accredited investor for purposes of Rule 501 of Regulation D.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
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.
Date: August 14, 2024 |
INFLECTION POINT ACQUISITION CORP. II. |
|
|
|
|
By: |
/s/ Michael Blitzer |
|
Name: |
Michael Blitzer |
|
Title: |
Chairman and Chief Executive Officer |
3
Exhibit 10.1
SECOND AMENDMENT TO SERVICES
AND INDEMNIFICATION AGREEMENT
This Second Amendment to Services
and Indemnification Agreement, dated as of August 13, 2024 and effective as of April 1, 2024 (this “Amendment”),
by and among Inflection Point Acquisition Corp. II (the “Company”), Inflection Point Holdings II LLC
(the “Sponsor”), The Venture Collective LLC (“TVC”), Peter Ondishin (“Mr.
Ondishin”) and Kevin Shannon (“Mr. Shannon” and, together with the Company, the Sponsor, TVC and
Mr. Ondishin, the “Parties” and each, a “Party”).
WHEREAS, the Parties
have entered into a Services and Indemnification Agreement, dated as of May 24, 2023, as amended by the Amendment to Services and Indemnification
Agreement, dated as of March 28, 2024 and effective as of January 1, 2024 (the “Agreement”);
WHEREAS, the Parties
hereto desire to further amend the Agreement on the terms and subject to the conditions set forth herein to reduce the monthly fee paid
to TVC, effective as of April 1, 2024 from $24,091.00 to $18,882.02 for the period starting April 1, 2024; and
WHEREAS, the Parties
may amend the Agreement by mutual written consent of the Parties.
NOW, THEREFORE, in consideration
of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
1. Definitions.
Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Agreement.
2. Amendment
of the Agreement. Subject to the terms and conditions of this Amendment, the Agreement is hereby amended, effective as of April
1, 2024, to reflect that the monthly fee covered in Section 1 of the Agreement is reduced from $24,091.00 to $18,882.02 for the
period starting April 1, 2024.
3. Miscellaneous.
(a)
Affirmations. Each of the Parties hereby (i) affirms the terms of the Agreement as modified by this Amendment, and (ii) agrees
that the terms and conditions of the Agreement as modified by this Amendment shall continue in full force and effect.
(b)
Entire Agreement. This Amendment, together with the Agreement and any documents, instruments and writings that are delivered
pursuant hereto or thereto or referenced herein or therein, constitutes the entire agreement and understanding of the Parties hereto
in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the Parties
hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby.
(c)
Counterparts. This Amendment may be executed in two or more counterparts, each of which will be deemed an original but all of
which together will constitute one and the same instrument.
(d) Headings.
The section headings contained in this Amendment are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Amendment.
(e) Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York for agreements made
and to be wholly performed within such state, without regards to the conflicts of laws principles thereof.
[Signature pages follow]
IN WITNESS WHEREOF, the Parties have executed this
Amendment as of the date first written above.
|
INFLECTION POINT ACQUISITION CORP. II |
|
|
|
|
By: |
/s/ Michael Blitzer |
|
Name: |
Michael Blitzer |
|
Title: |
Chairman and CEO |
|
|
|
|
INFLECTION POINT HOLDINGS II LLC |
|
|
|
|
By: |
/s/ Michael Blitzer |
|
Name: |
Michael Blitzer |
|
Title: |
Managing Member |
|
|
|
|
THE VENTURE COLLECTIVE LLC |
|
|
|
|
By: |
/s/ Nicholas Shekerdemian |
|
Name: |
Nicholas Shekerdemian |
|
Title: |
Founding Partner |
|
|
|
|
/s/ Peter Ondishin |
|
Peter Ondishin |
|
|
|
|
/s/ Kevin Shannon |
|
Kevin Shannon |
[Signature Page to Second Amendment to Services
and Indemnification Agreement]
Exhibit 10.2
THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”)
AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND
THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED
MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER
DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
INFLECTION POINT ACQUISITION CORP. II
CONVERTIBLE PROMISSORY NOTE
Principal Amount: Not to Exceed $2,500,000
(See Schedule A) |
Dated as of August 13, 2024 |
FOR VALUE RECEIVED and subject
to the terms and conditions set forth herein, Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Maker”),
promises to pay to the order of Michael Blitzer or his registered assigns or successors in interest (the “Payee”),
or order, the principal balance as set forth on Schedule A hereto in lawful money of the United States of America; which schedule
shall be updated from time to time by the parties hereto to reflect all advances and readvances outstanding under this Note; provided
that at no time shall the aggregate of all advances and readvances outstanding under this Note exceed TWO MILLION FIVE HUNDRED THOUSAND
Dollars ($2,500,000). Any advance hereunder shall be made by the Payee upon receipt of a written request of the Maker, related to ongoing
expenses reasonably related to the business of the Maker and the consummation of the Business Combination (as defined below), and shall
be set forth on Schedule A. Any advance hereunder shall only be made by the Payee as, and to the extent, expenses are incurred
or are reasonably expected to be incurred and the amounts of such advance shall be used to pay or repay such expenses. All payments on
this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account
as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Maturity. All unpaid
principal under this Note shall be due and payable in full on the earlier of (i) November 30, 2024, or such later date by which the Maker
must consummate a Business Combination (as defined below) pursuant to its governing documents (as may be amended by a shareholder vote)
and (ii) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Maker and one or more businesses (the “Business Combination”) (such earlier date,
the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any
outstanding principal amount due under this Note may be prepaid at any time by the Maker, at its election and without penalty; provided,
however, that Payee shall have a right to first convert such principal balance pursuant to Section 5 below upon notice of
such prepayment.
2. Interest. No interest
shall accrue on the unpaid balance of this Note.
3. Application of Payments.
All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of
the unpaid principal balance of this Note.
4. Events of Default.
The occurrence of any of the following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required
Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days after the date
specified above or issue warrants pursuant to Section 5 hereof, if so elected by the Payee.
(b) Voluntary Bankruptcy,
Failure to Consummate a Business Combination; Liquidation of Trust Account, Etc. The commencement by the Maker of a voluntary case
under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker
or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the
Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the
foregoing, or in the event the Company does not consummate a business combination within the timeframe required by its charter (as may
be amended by a shareholder vote) or the Company’s trust account is liquidated.
(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
5. Conversion
(a) Optional Conversion.
At the option of the Payee, at any time on or prior to repayment of all amounts outstanding under this Note, any amounts outstanding under
this Note (or any portion thereof), up to $1,500,000 in the aggregate, may be converted into warrants to purchase Class A ordinary shares
of the Maker (“Ordinary Shares”) at a conversion price (the “Conversion Price”)
equal to $1.00 per warrant (“Warrants”). If the Payee elects such conversion, the terms of such Warrants issued
in connection with such conversion shall be identical to the warrants issued to the Payee in the private placement that closed on May
30, 2023 (the “Private Placement Warrants”) in connection with the Maker’s initial public offering that
closed on May 30, 2023 (the “IPO”); provided, however, that the Warrants shall not be subject
to forfeiture in connection with the Business Combination and that each Warrant shall entitle the holder thereof to purchase Ordinary
Share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants made after the date
of issuance of the Private Placement Warrants. Before this Note may be converted under this Section 5(a), the Payee shall surrender
this Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal of this Note to be converted
and the name or names in which the certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of
such Warrants with the Maker’s transfer agent). The conversion shall be deemed to have been made immediately prior to the close
of business on the date of the surrender of this Note and the person or persons entitled to receive the Warrants upon such conversion
shall be treated for all purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall
include a restrictive legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and the Ordinary
Shares issuable upon exercise of the Warrants shall constitute “Registrable Securities” pursuant to that certain Registration
Rights Agreement, dated May 24, 2023, among the Maker, the Payee and certain other security holders named therein.
(b) Remaining Principal.
All accrued an unpaid principal of this Note that is not then converted into Warrants, shall continue to remain outstanding and to be
subject to the conditions of this Note.
(c) Fractional Warrants;
Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional Warrants to the
Payee upon conversion of this Note, the Maker shall pay to the Payee an amount equal to the product obtained by multiplying the Conversion
Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment
of any amounts specified in this Section 5(c), this Note shall be cancelled and void without further action of the Maker or the
Payee, and the Maker shall be forever released from all its obligations and liabilities under this Note.
6. Remedies.
(a) Upon the occurrence of
an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due
immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of
an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other sums payable
with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the
Payee.
7. Waivers. The Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the
terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real
or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real
estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon
any such writ in whole or in part in any order desired by the Payee.
8. Unconditional Liability.
The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be
affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and
consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without
notice to the Maker or affecting the Maker’s liability hereunder.
9. Notices. All notices,
statements or other documents that are required or contemplated by this Note shall be in writing and delivered (i) personally or sent
by first class registered or certified mail, overnight courier service to the address designated to Inflection Point Holdings II LLC,
Attention: Managing Member, 167 Madison Avenue Suite 205 #1017, New York, New York 10016. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally or by e-mail; one (1) business day after delivery to
an overnight courier service; or five (5) days after mailing if sent by first class registered or certified mail.
10. Construction. THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN
THE STATE OF NEW YORK.
11. Severability. Any
provision contained in this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding
anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from the trust account established in which the proceeds of the IPO conducted by the Maker (including
the deferred underwriters discounts and commissions) and certain proceeds of the sale of the Private Placement Warrants were deposited,
as described in greater detail in the registration statement and prospectus filed with the U.S. Securities and Exchange Commission in
connection with the IPO on May 26, 2023, as amended, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for
any Claim against the trust account for any reason whatsoever.
13. Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Successors and Assigns.
Subject to the restrictions on transfer in Sections 15 and 16 below, the rights and obligations of the Maker and the Payee
hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation
of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void.
15. Transfer of this Note
or Securities Issuable on Conversion. With respect to any sale or other disposition of this Note or securities into which this Note
may be converted, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner thereof, together with
(i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory
to the Maker in form and substance from counsel reasonably satisfactory to the Maker to the effect that such sale or other distribution
may be effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed
by the desired transferee reasonably satisfactory to the Maker in form and substance agreeing to be bound by the restrictions on transfer
contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement,
the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Note or such securities,
all in accordance with the terms of the note delivered to the Maker. If a determination has been made pursuant to this Section 15
that the opinion of counsel for the Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably
satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination has been made. Each Note thus transferred
shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless
in the opinion of counsel for the Maker such legend is not required in order to ensure compliance with the Securities Act. The Maker may
issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this
Note shall be registered upon registration on the books maintained for such purpose by or on behalf of the Maker. Prior to presentation
of this Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Note for
the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall be overdue
and the Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall
have the same meaning as any transfer that would be permitted for the Private Placement Warrants under the Letter Agreement, dated May
24, 2023, among the Maker, the Payee and the other parties thereto.
16. Acknowledgment.
The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale
in connection with, any distribution thereof. The Payee understands that the acquisition of this Note involves substantial risk. The Payee
has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk
of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.
[Signature Page Follows]
IN WITNESS WHEREOF,
the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.
|
INFLECTION POINT ACQUISITION CORP. II |
|
|
|
|
By: |
/s/ Michael Blitzer |
|
Name: |
Michael Blitzer |
|
Title: |
Chief Executive Officer
|
Acknowledged and agreed as of the date first above
written.
|
/s/ Michael Blitzer |
|
Name: |
Michael Blitzer |
|
|
|
|
SCHEDULE A
Subject to the terms and conditions
set forth in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth in the table
below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.
Date |
|
Drawing |
|
Description |
|
Principal Undrawn Balance |
[●] |
|
$[●] |
|
Additional
Expenses |
|
$[●] |
v3.24.2.u1
Cover
|
Aug. 13, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 13, 2024
|
Entity File Number |
001-41711
|
Entity Registrant Name |
INFLECTION POINT ACQUISITION CORP. II
|
Entity Central Index Key |
0001970622
|
Entity Tax Identification Number |
00-0000000
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
167 Madison Avenue Suite 205 #1017
|
Entity Address, City or Town |
New York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10016
|
City Area Code |
(212)
|
Local Phone Number |
476-6908
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
Title of 12(b) Security |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
|
Trading Symbol |
IPXXU
|
Security Exchange Name |
NASDAQ
|
Class A ordinary shares, par value $0.0001 par value |
|
Title of 12(b) Security |
Class A ordinary shares, par value $0.0001 par value
|
Trading Symbol |
IPXX
|
Security Exchange Name |
NASDAQ
|
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
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Title of 12(b) Security |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
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Trading Symbol |
IPXXW
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Security Exchange Name |
NASDAQ
|
X |
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