Inflection Point Acquisition Corp. II

11/19/2024 | Press release | Distributed by Public on 11/19/2024 19:17

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Inflection Point Holdings II LLC
2. Issuer Name and Ticker or Trading Symbol
Inflection Point Acquisition Corp. II [IPXX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O INFLECTION POINT ACQUISITION CORP.II, 167 MADISON AVENUE, SUITE 205 #1017 		3. Date of Earliest Transaction (Month/Day/Year)
11/18/2024
(Street)
NEW YORK, NY 10016 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A ordinary shares, par value $0.0001 per share 11/18/2024 M(1) 6,200,000 A (1) 6,200,000 D(2)(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares, par value $0.0001 per share (1) 11/18/2024 M(1) 6,200,000 (1) (1) Class A ordinary shares, par value $0.0001 per share 6,200,000 $ 0 50,000 D(2)(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Inflection Point Holdings II LLC
C/O INFLECTION POINT ACQUISITION CORP.II
167 MADISON AVENUE, SUITE 205 #1017
NEW YORK, NY 10016 		X See Remarks
BLITZER MICHAEL
C/O INFLECTION POINT ACQUISITION CORP.II
167 MADISON AVENUE, SUITE 205 #1017
NEW YORK, NY 10016 		X X Chairman and CEO

Signatures

/s/ Michael Blitzer, Managing Member of Inflection Point Holdings II LLC 11/19/2024
**Signature of Reporting Person Date
/s/ Michael Blitzer 11/19/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.
(2) Inflection Point Holdings II LLC is the record holder of such securities. Michael Blitzer is the sole Managing Member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings II LLC.
(3) Michael Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:
Inflection Point Holdings II LLC may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. Michael Blitzer is Chairman of the board of directors and Chief Executive Officer of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.