Current Report Filing (8-k)
August 05 2022 - 3:44PM
Edgar (US Regulatory)
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2022-08-04
2022-08-04
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2022-08-04
2022-08-04
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2022-08-04
2022-08-04
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IPAX:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2022-08-04
2022-08-04
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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 5, 2022 (August 4, 2022)
INFLECTION POINT ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-40823 |
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N/A |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
34
East 51st Street, 5th
Floor
New York, New York 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 319-1309
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
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Trading Symbol(s) |
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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 |
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IPAXU |
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The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
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IPAX |
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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 |
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IPAXW |
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The Nasdaq Stock Market LLC |
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 4, 2022, Inflection Point Acquisition
Corp., a Cayman Islands exempted company (“Inflection Point” or the “Company”), issued a convertible
promissory note (the “Note”) to Inflection Point Holdings LLC (the “Sponsor”), pursuant to which
the Company may borrow up to $1,000,000 from the Sponsor 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 the Business Combination, as defined below.
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) September 24, 2023 and (ii) the effective
date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company 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 set forth in the Note. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert
any amounts outstanding under the Note, up to $1,000,000 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 description of the Note does not
purport to be complete and is qualified in its entirety by the provisions of the Note, which is attached hereto as Exhibit 10.1 and incorporated
by reference herein.
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 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 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.
(d) Exhibits
EXHIBIT INDEX
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.
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INFLECTION POINT ACQUISITION CORP. |
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By: |
/s/ Michael Blitzer |
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Name: |
Michael Blitzer |
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Title: |
Co-Chief Executive Officer |
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Dated: August 5, 2022 |
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