0001213900-21-056242.txt : 20211102 0001213900-21-056242.hdr.sgml : 20211102 20211102201658 ACCESSION NUMBER: 0001213900-21-056242 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211029 FILED AS OF DATE: 20211102 DATE AS OF CHANGE: 20211102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHANON GUY CENTRAL INDEX KEY: 0001458422 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 211373253 MAIL ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLITZER MICHAEL CENTRAL INDEX KEY: 0001458423 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 211373254 MAIL ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Inflection Point Holdings LLC CENTRAL INDEX KEY: 0001844453 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 211373256 BUSINESS ADDRESS: STREET 1: 34 EAST 51ST STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 319-1309 MAIL ADDRESS: STREET 1: 34 EAST 51ST STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KINGSTOWN MANAGEMENT GP LLC CENTRAL INDEX KEY: 0001458426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 211373255 BUSINESS ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212)319-1309 MAIL ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KINGSTOWN CAPITAL MANAGEMENT L.P. CENTRAL INDEX KEY: 0001458425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 211373257 BUSINESS ADDRESS: STREET 1: 34 EAST 51ST STREET, 5TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212)319-1309 MAIL ADDRESS: STREET 1: 34 EAST 51ST STREET, 5TH FL CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Inflection Point Acquisition Corp. CENTRAL INDEX KEY: 0001844452 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 34 EAST 51ST STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 319-1309 MAIL ADDRESS: STREET 1: 34 EAST 51ST STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 ownership.xml X0306 4 2021-10-29 0 0001844452 Inflection Point Acquisition Corp. IPAX 0001458425 KINGSTOWN CAPITAL MANAGEMENT L.P. C/O INFLECTION POINT ACQUISITION CORP. 34 EAST 51ST STREET, 5TH FLOOR NEW YORK NY 10022 1 0 1 1 See Remarks 0001844453 Inflection Point Holdings LLC C/O INFLECTION POINT ACQUISITION CORP. 34 EAST 51ST STREET, 5TH FLOOR NEW YORK NY 10022 1 0 1 1 See Remarks 0001458426 KINGSTOWN MANAGEMENT GP LLC C/O INFLECTION POINT ACQUISITION CORP. 34 EAST 51ST STREET, 5TH FLOOR NEW YORK NY 10022 1 0 1 1 See Remarks 0001458423 BLITZER MICHAEL C/O INFLECTION POINT ACQUISITION CORP. 34 EAST 51ST STREET, 5TH FLOOR NEW YORK NY 10022 1 1 1 0 Co-Chief Executive Officer 0001458422 SHANON GUY C/O INFLECTION POINT ACQUISITION CORP. 34 EAST 51ST STREET, 5TH FLOOR NEW YORK NY 10022 1 1 1 0 Co-Chief Executive Officer Class A Ordinary Shares 2900000 I By Kingstown 1740 Fund L.P. Class B Ordinary Shares 2021-10-29 4 D 0 381250 0 D Class A Ordinary Shares 381250 8243750 I By Inflection Point Holdings LLC The reported Class A ordinary shares represent 2,900,000 Class A ordinary shares underlying 2,900,000 of the Issuer's units, each unit consists of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share for $11.50, as described under the heading "Description of Securities " in the Issuer's registration statement on Form S-1 (File No. 333-253963), purchased by Kingstown 1740 Fund L.P. ("Kingstown 1740") on September 24, 2021 for $10.00 per unit in the Issuer's initial public offering. Kingstown 1740 is the record holder of the securities reported herein. Kingstown Capital Management L.P. ("KCM") is the investment manager of Kingstown 1740 and shares voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. Each of KCM, KMGP Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Kingstown 1740 other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly. On October 29, 2021, Inflection Point Holdings LLC forfeited at no cost 381,250 Class B ordinary shares of the Issuer, which was exempted pursuant to pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the election by the underwriters of the Issuer's initial public offering of units to exercise only 66.1% of the option granted to them to cover over-allotments. The shares of Class B ordinary shares are convertible for shares of the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-253963) (the "Registration Statement") and have no expiration date. Inflection Point Holdings LLC is the record holder of the securities reported herein. KCM is the manager of Inflection Point Holdings LLC and shares voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. Each of KMGP, KCM, Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Inflection Point Holdings LLC other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly. Kingstown Capital Management, L.P., Inflection Point Holdings LLC, Kingstown 1740 Fund, LP, and Kingstown Management GP LLC may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Michael Blitzer and Guy Shanon are each members of the board of directors 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. /s/ Russell Deutsch, Attorney-in-Fact for Kingstown Capital Management, L.P. 2021-11-02 /s/ Russell Deutsch, Attorney-in-Fact for Inflection Point Holdings LLC 2021-11-02 /s/ Russell Deutsch, Attorney-in-Fact for Kingstown Management GP LLC 2021-11-02 /s/ Russell Deutsch, Attorney-in-Fact for Michael Blitzer 2021-11-02 /s/ Russell Deutsch, Attorney-in-Fact for Guy Shanon 2021-11-02 EX-99.1 2 ea149783ex99-1_inflection.htm JOINT FILER INFORMATION

Exhibit 99.1 

 

Joint Filer Information

 

Name of Joint Filer: Kingstown Capital Management, LP
   
Address of Joint Filer: c/o Inflection Point Acquisition Corp.
  34 East 51st Street, 5th Floor
  New York, NY 10022
   
Relationship of Joint Filer to Issuer: 10% Owner, Director, Director by deputization
   
Issuer Name and Ticker or Trading Symbol: Inflection Point Acquisition Corp. [IPAX]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/29/2021
   
Name of Joint Filer: Inflection Point Holdings LLC
   
Address of Joint Filer: c/o Inflection Point Acquisition Corp.
  34 East 51st Street, 5th Floor
  New York, NY 10022
   
Relationship of Joint Filer to Issuer: 10% Owner, Director, Director by deputization
   
Issuer Name and Ticker or Trading Symbol: Inflection Point Acquisition Corp. [IPAX]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/29/2021
   
Name of Joint Filer: Kingstown Management GP LLC
   
Address of Joint Filer: c/o Inflection Point Acquisition Corp.
  34 East 51st Street, 5th Floor
  New York, NY 10022
   
Relationship of Joint Filer to Issuer: 10% Owner, Director, Director by deputization
   
Issuer Name and Ticker or Trading Symbol: Inflection Point Acquisition Corp. [IPAX]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/29/2021
   
Name of Joint Filer: Michael Blitzer
   
Address of Joint Filer: c/o Inflection Point Acquisition Corp.
  34 East 51st Street, 5th Floor
  New York, NY 10022
   
Relationship of Joint Filer to Issuer: 10% Owner, Director, Officer (Co-Chief Executive Officer)
   
Issuer Name and Ticker or Trading Symbol: Inflection Point Acquisition Corp. [IPAX]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/29/2021
   
Name of Joint Filer: Guy Shanon
   
Address of Joint Filer: c/o Inflection Point Acquisition Corp.
  34 East 51st Street, 5th Floor
  New York, NY 10022
   
Relationship of Joint Filer to Issuer: 10% Owner, Director, Officer (Co-Chief Executive Officer)
   
Issuer Name and Ticker or Trading Symbol: Inflection Point Acquisition Corp. [IPAX]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/29/2021