0001213900-23-042838.txt : 20230524 0001213900-23-042838.hdr.sgml : 20230524 20230524215632 ACCESSION NUMBER: 0001213900-23-042838 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20230524 FILED AS OF DATE: 20230524 DATE AS OF CHANGE: 20230524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLITZER MICHAEL CENTRAL INDEX KEY: 0001458423 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41711 FILM NUMBER: 23955798 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 II LLC CENTRAL INDEX KEY: 0001970530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41711 FILM NUMBER: 23955799 BUSINESS ADDRESS: STREET 1: 167 MADISON AVENUE STREET 2: SUITE 205 #1017 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-476-6908 MAIL ADDRESS: STREET 1: 167 MADISON AVENUE STREET 2: SUITE 205 #1017 CITY: NEW YORK STATE: NY ZIP: 10016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Inflection Point Acquisition Corp. II CENTRAL INDEX KEY: 0001970622 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981720278 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 167 MADISON AVENUE STREET 2: SUITE 205 #1017 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-476-6908 MAIL ADDRESS: STREET 1: 167 MADISON AVENUE STREET 2: SUITE 205 #1017 CITY: NEW YORK STATE: NY ZIP: 10016 3 1 ownership.xml X0206 3 2023-05-24 0 0001970622 Inflection Point Acquisition Corp. II IPXX 0001970530 Inflection Point Holdings II LLC C/O INFLECTION POINT ACQUISITION CORP.II 167 MADISON AVENUE, SUITE 205 #1017 NEW YORK NY 10016 1 1 1 1 See Remarks See Remarks 0001458423 BLITZER MICHAEL C/O INFLECTION POINT ACQUISITION CORP.II 167 MADISON AVENUE, SUITE 205 #1017 NEW YORK NY 10016 1 1 1 0 Chief Executive Officer Class B Ordinary Shares Class A Ordinary Shares 6325000 D The Class B ordinary shares are convertible for 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. 333-271128) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 825,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. Inflection Point Holdings II LLC is the record holder of the securities reported herein. Michael Blitzer is the managing member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings II LLC. 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. 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 a member 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. See Exhibits 24.1 and 24.2 - Powers of Attorney. /s/ Michael Blitzer for Inflection Point Holdings II LLC, Name: Michael Blitzer Title: Managing Member 2023-05-24 /s/ Michael Blitzer 2023-05-24 EX-24.1 2 ea179106ex24-1_inflection2.htm POWER OF ATTORNEY

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Russell Deutsch and Jeffrey Kim or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Inflection Point Acquisition Corp. II (the “Company”) on Schedule 13G or 13D as required under Section 13(d) and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13(d) and Section 16(a) of the Exchange Act, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Schedule 13G or Schedule 13D as required under Section 13(d) of the Exchange Act or any Form 3, 4 or 5 with the SEC.

 

Dated: March 21, 2023

 

  INFLECTION POINT HOLDINGS II LLC
   
  By: /s/ Michael Blitzer
  Name:  Michael Blitzer
  Title: Managing Member

 EX-24.2 3 ea179106ex24-2_inflection2.htm POWER OF ATTORNEY

Exhibit 24.2

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Russell Deutsch and Jeffrey Kim or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Inflection Point Acquisition Corp. II (the “Company”) on Schedule 13G or 13D as required under Section 13(d) and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13(d) and Section 16(a) of the Exchange Act, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Schedule 13G or Schedule 13D as required under Section 13(d) of the Exchange Act or any Form 3, 4 or 5 with the SEC.

 

Dated: March 21, 2023

 

  By: /s/ Michael Blitzer
  Name:  Michael Blitzer

 EX-99.1 4 ea179106ex99-1_inflection2.htm JOINT FILER INFORMATION

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: Inflection Point Holdings II LLC
   
Address of Joint Filer: c/o Inflection Point Acquisition Corp. II
  167 Madison Avenue, Suite 205 #1017
  New York, NY 10016
   
Relationship of Joint Filer to Issuer: 10% Owner, Director by deputization
   
Issuer Name and Ticker or Trading Symbol: Inflection Point Holdings Corp. II [IPXX]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 05/24/2023
   
Name of Joint Filer: Michael Blitzer
   
Address of Joint Filer: c/o Inflection Point Acquisition Corp. II
  167 Madison Avenue, Suite 205 #1017
  New York, NY 10016
   
Relationship of Joint Filer to Issuer: 10% Owner, Director, Officer (Chief Executive Officer)
   
Issuer Name and Ticker or Trading Symbol: Inflection Point Holdings Corp. [IPXX]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 05/24/2023