Form 8-K
8-K — Inflection Point Acquisition Corp. III
Accession: 0001213900-26-047623
Filed: 2026-04-24
Period: 2026-04-24
CIK: 0002012318
SIC: 6770 (BLANK CHECKS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — ea0287687-8k_inflect3.htm (Primary)
EX-10.2 — LETTER AGREEMENT, DATED APRIL 24, 2026 BY AND BETWEEN THE COMPANY AND JAE HYUN PARK (ea028768701ex10-2.htm)
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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): April 24, 2026
INFLECTION
POINT ACQUISITION CORP. III
(Exact
name of registrant as specified in its charter)
Cayman
Islands
001-42614
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) 295-5830
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 right to receive one-tenth (1/10) of one Class A ordinary
share
IPCXU
The
Nasdaq Stock Market LLC
Class
A ordinary shares, par value $0.0001 par value
IPCX
The
Nasdaq Stock Market LLC
Rights,
each entitling the holder to receive one tenth (1/10) of one Class A ordinary share
IPCXR
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 24, 2026, the board of directors (the “Board”) of Inflection Point Acquisition Corp. VI (the “Company”)
appointed Jae Hyun (James) Park to the Board. Mr. Park was appointed to serve as a Class II director with a term expiring at the Company’s
second annual meeting of stockholders.
The
Board appointed Mr. Park, who was determined to be an “independent director” as defined in the applicable rules of The Nasdaq
Stock Market LLC and the applicable rules of the U.S. Securities and Exchange Commission (the “Commission”), to the
Board’s Audit Committee as a member.
Jae
Hyun (James) Park, 59, is an investment professional and executive with extensive experience in cross-border capital markets, SPAC transactions,
and natural resources investments. Mr. Park currently serves as Executive Chairman of Keystone Acquisition Corp., a special purpose acquisition
company established in the Cayman Islands in November 2025, where he leads sponsor activities, capital formation, and strategic execution
of the company’s business combination objectives. He is also the Managing Member of Keystone International Acquisition Management
LLC, a Delaware-based entity formed in November 2025 that manages and operates the sponsor activities of Keystone Acquisition Corp. From
March 2021 to December 2025, Mr. Park served as Representative of East Asia for USA Rare Earth, where he was responsible for capital
raising initiatives and business development across the region. Earlier in his career, Mr. Park was a Certified Public Accountant (CPA)
licensed in the State of New York and spent approximately ten years at KPMG, where he worked in both external and internal audit functions.
During this time, he developed extensive expertise in financial reporting, auditing, and internal controls across a range of industries.
Mr. Park has significant experience in structuring and executing investments across private equity, SPACs, and commodities sectors, and
works closely with family offices and institutional investors globally on cross-border transactions and capital formation initiatives.
On
April 24, 2026, the Company entered into an indemnity agreement (the “Indemnity Agreement”) with Mr. Park, pursuant
to which the Company has agreed to provide contractual indemnification to Mr. Park, in addition to the indemnification provided in the
Company’s Amended and Restated Memorandum and Articles of Association, against liabilities that may arise by reason of his service
on the Board, and to advance expenses incurred as a result of any proceeding against Mr. Park as to which he could be indemnified, in
the form previously entered into by and between the Company and each of its other directors in connection with the Company’s initial
public offering.
On
April 24, 2026, the Company entered into a letter agreement with Mr. Park (the “Letter Agreement”) on substantially
the same terms as the form of letter agreement previously entered into by and between the Company and each of its other directors in
connection with the Company’s initial public offering.
The
foregoing descriptions of the Indemnity Agreement and the Letter Agreement do not purport to be complete and are qualified in their entireties
by reference to the form of indemnity agreement and the Letter Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2
hereto, respectively, and are incorporated herein by reference.
There
are no arrangements or understandings between Mr. Park and any other persons pursuant to which Mr. Park was selected as a director of
the Company. There are no family relationships between Mr. Park and any of the Company’s other directors or executive officers
and Mr. Park does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K.
1
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT
INDEX
Exhibit
No.
Description
10.1
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-283427), filed by the Company on January 16, 2025).
10.2
Letter Agreement, dated April 24, 2026 by and between the Company and Jae Hyun Park.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
2
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.
INFLECTION POINT ACQUISITION CORP. III
By:
/s/ Michael Blitzer
Name:
Michael Blitzer
Title:
Chairman and Chief Executive Officer
Dated: April 24, 2026
3
EX-10.2 — LETTER AGREEMENT, DATED APRIL 24, 2026 BY AND BETWEEN THE COMPANY AND JAE HYUN PARK
EX-10.2
Filename: ea028768701ex10-2.htm · Sequence: 2
Exhibit 10.2
April
24, 2026
Inflection
Point Acquisition Corp. III
167
Madison Avenue Suite 205 #1017
New
York, NY 10016
Re:
Initial Public Offering
Ladies
and Gentlemen:
This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into by and among Inflection Point Acquisition Corp. III, a Cayman Islands
exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 25,300,000 of the Company’s
units (including 3,300,000 units purchased to cover over-allotments, if any) (the “Units”), each comprised
of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one right to receive one tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company's initial Business Combination
(as defined below) (the "Rights"). The Units were sold in the Public Offering pursuant to a registration statement
on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission
(the “Commission”) and are listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined
in paragraph 11 hereof.
For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, a member of the Company’s
board of directors (the “Director”), hereby agrees with the Company as follows:
1. The
Director agrees that if the Company seeks shareholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, he shall (i) vote any Ordinary
Shares (as defined below) owned by him in favor of any proposed Business Combination (including
any proposals recommended by the Company's board of directors in connection with such Business
Combination) (except with respect to any such Public Shares which may not be voted in favor
of approving the Business Combination transaction in accordance with the requirements of
Rule 14e-5 under the Securities Exchange Act of 1934, as amended, and any Commission interpretations
or guidance relating thereto) and (ii) not redeem any Ordinary Shares owned by him in connection
with such shareholder approval. If the Company seeks to consummate a proposed Business Combination
by engaging in a tender offer, the Director agrees that he will not sell or tender to the
Company any Ordinary Shares owned by him in connection therewith.
2. The
Director hereby agrees that in the event that the Company fails to consummate a Business
Combination within 24 months from the closing of the Public Offering, or such later period
approved by the Company’s shareholders in accordance with the Company’s amended
and restated memorandum and articles of association (as it may be amended from time to time,
the “Charter”), the Director shall take all reasonable steps to
cause the Company to, as promptly as reasonably possible but not more than ten (10) business
days thereafter, redeem 100% of the Class A Ordinary Shares sold as part of the Units in
the Public Offering (the “Offering Shares”), at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined
below), including interest earned on the funds held in the Trust Account (net of amounts
withdrawn to fund the Company’s working capital requirements, subject to an annual
limit of $250,000 (plus the rollover of unused amounts from prior years), and/or to pay for
our taxes (any withdrawals to pay for our taxes (which shall exclude any 1% U.S. federal
excise tax on stock repurchases under the Inflation Reduction Act of 2022 that
is imposed on us, if any) shall not be subject to the $250,000 annual limitation described
in the foregoing) (such withdrawals, “Permitted Withdrawals”) and
less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding Offering Shares, which redemption will constitute full and complete payment for
the Offering Shares and completely extinguish all Public Shareholders’ (as defined
below) rights as shareholders (including the right to receive further liquidating or other
distributions, if any), subject to the Company’s obligations under Cayman Islands law
to provide for claims of creditors and in all cases subject to the other requirements of
applicable law. The Director agrees to not propose any amendment to the Charter (A) to modify
the substance or timing of the Company’s obligation to allow redemption in connection
with a Business Combination or to redeem 100% of the Offering Shares if the Company does
not complete a Business Combination within the required time period set forth in the Charter
or (B) with respect to any other material provisions relating to shareholders’ rights
or pre-initial Business Combination activity, unless the Company provides its Public Shareholders
with the opportunity to redeem their Offering Shares upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company as Permitted Withdrawals, divided by the number of then outstanding
Offering Shares.
The
Director acknowledges that he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account with respect
to the Founder Shares or Private Placement Shares held by him. The Director hereby further waives, with respect to any Ordinary Shares
held by him, if any, any redemption rights he may have in connection with (a) the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination, or (b) a shareholder
vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with a Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination
within the time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares
(although the Director and his affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares
they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).
3. [Reserved].
4. [Reserved].
5. [Reserved].
6. The
Director hereby agrees and acknowledges that: (i) the Underwriters and the Company would
be irreparably injured in the event of a breach by the Director of his obligations under
paragraphs 1, 2, 7(a), 7(b), and 9 as applicable, of this
Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and
(iii) the non-breaching party shall be entitled to injunctive relief, in addition to any
other remedy that such party may have in law or in equity, in the event of such breach.
7. (a)
The Director agrees that he shall not Transfer any Founder Shares (or any Class A Ordinary
Shares issuable upon conversion thereof) until the earlier of (A) 180 days after the completion
of the Company’s initial Business Combination or (B) the date following the completion
if an initial Business Combination on which the Company completes a liquidation, merger,
amalgamation, capital stock exchange, reorganization or other similar transaction that results
in all of the Company’s Public Shareholders having the right to exchange their Class
A Ordinary Shares for cash, securities or other property (the “Founder Shares
Lock-up Period”).
(b)
The Director agrees that he shall not Transfer any Private Placement Units (or any Private Placement Shares or Private Placement Rights
underlying the Private Placement Units, including any Class A Ordinary Shares underlying the Private Placement Rights), until 30 days
after the completion of a Business Combination (the “Private Placement Units Lock-up Period”, together with
the Founder Shares Lock-up Period, the “Lock-up Periods”).
(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and 7(b), Transfers of the Founder Shares, Private Placement
Units and the Private Placement Shares and Private Placement Rights underlying the Private Placement Units that are held by the Director
or any of his permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers
or directors, any affiliate or family member of any of the Company’s officers, directors, advisors or consultants, any members
or partners of the Sponsor or their affiliates, and funds and accounts advised by such members or partners, any affiliates of the Sponsor,
or any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family
or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to
a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual;
(d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate
a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price
at which the securities were originally purchased; (f) distributions from the Sponsor to its members, partners or stockholders pursuant
to the Sponsor’s limited liability company agreement; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited
liability company agreement upon dissolution of the Sponsor; (h) in the event of the Company’s liquidation prior to the consummation
of the initial Business Combination; (i) in the event that, subsequent to the consummation of an initial Business Combination, the Company
completes a liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having the right
to exchange their Class A Ordinary Shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity
to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g)
and clause (j), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer
restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account
and liquidating distributions).
2
8. The
Director represents and warrants that he has never been suspended or expelled from membership
in any securities or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked. The Director’s biographical information
furnished to the Company (including any such information included in the Company’s
filings with the commission) is true and accurate in all respects and does not omit any material
information with respect to the Director’s background. The Director’s questionnaire
furnished to the Company is true and accurate in all respects. The Director represents and
warrants that: it, he or she is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; it, he or she
has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating
to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and it, he or she is not currently a defendant in any such
criminal proceeding
9. Except
as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of
the Sponsor or any officer, nor any director of the Company, including the Director, shall
receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash
payments, monies in respect of any repayment of a loan or other compensation prior to, or
in connection with any services rendered in order to effectuate, the consummation of the
Company’s initial Business Combination (regardless of the type of transaction that
it is), other than the following, which, if made prior to the consummation of the Company’s
initial Business Combination, will be made only from funds held outside the Trust Account
or from funds released to the Company as Permitted Withdrawals: repayment of a loan and advances
up to an aggregate of $300,000 made to the Company by Inflection Point Fund I, LP, an affiliate
of the Sponsor; Permitted Withdrawals of up to $250,000 from interest earned on the Trust
Account for working capital purposes per year (plus the rollover of unused amounts from prior
years); payment of an aggregate of $29,166.66 per month to Inflection Point Asset Management
LLC, an affiliate of the Sponsor and the Company’s officers, for the services of Kevin
Shannon, Chief Operating Officer and for office space and administrative services provided
to members of the Company’s management team; payment of consulting, success, or finder
fees to our Sponsor, officers, directors, advisors, or their respective affiliates in connection
with the consummation of our initial business combination; payment of customary fees to members
of the board of directors of the Company for director services; reimbursement for any reasonable
out-of-pocket expenses related to identifying, investigating, negotiating and completing
an initial Business Combination, and repayment of loans, if any, and on such terms as to
be determined by the Company from time to time, made by the Sponsor or an affiliate of the
Sponsor or any of the Company’s officers or directors to finance transaction costs
in connection with an intended initial Business Combination, provided, that, if the Company
does not consummate an initial Business Combination, amounts held outside the Trust Account
may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust
Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into
Private Placement Units at a price of $10.00 per unit at the option of the lender. Such units
would be identical to the Private Placement Units. In addition, the Company may engage the
Sponsor or an affiliates of the Sponsor as an advisor or otherwise in connection with its
initial Business Combination and certain other transactions and pay such person or entity
a salary or fee in an amount that constitutes a market standard for comparable transactions.
10. The
Director has full right and power, without violating any agreement to which he is bound (including,
without limitation, any non-competition or non-solicitation agreement with any employer or
former employer), to enter into this Letter Agreement and, as applicable, to serve as a director
on the board of directors of the Company.
3
11. As
used herein, (i) “Business Combination” shall mean a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Company and one or more businesses; (ii) “Ordinary Shares”
shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per
share (the “Class B Ordinary Shares”); (iii) “Founder
Shares” shall mean the 8,433,333 Class B Ordinary Shares issued and outstanding
and any Class A Ordinary Shares issued upon conversion of such Class B Ordinary Shares; (iv)
“Initial Shareholders” shall mean the Sponsor and any director
or officer that holds Founder Shares; (v) “Private Placement Units”
shall mean the 677,500 units that the Representative and Sponsor purchased for an aggregate
purchase price of $677,500, or $10.00 per unit, in a private placement that occurred simultaneously
with the consummation of the Public Offering plus up to 150,000 Private Placement Units that
may be used upon conversion of working capital loans; (vi) “Private Placement
Shares” shall mean the Class A Ordinary Shares comprising part of the Private
Placement Units issued to the Sponsor and the Representative in a private placement simultaneously
with the closing of the Public Offering or upon conversion of working capital loans; (vii)
“Private Placement Rights” shall mean the rights sold as part of
the Private Placement Units; (viii) “Public Shareholders” shall
mean the holders of securities issued in the Public Offering; (ix) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering
and the sale of the Private Placement Units were deposited; (x) “Sponsor”
shall mean Inflection Point Holdings VI LLC; and (xi) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge,
grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with
respect to or decrease of a call equivalent position within the meaning of Section 16 of
the Exchange Act, and the rules and regulations of the Commission promulgated thereunder
with respect to, any security, (b) entry into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or
otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b).
12. The
Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and each director shall be covered by such policy or policies, in accordance
with its or their terms.
13. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof 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. This Letter
Agreement may not be changed, amended, modified or waived (other than to correct a typographical
error) as to any particular provision, except by a written instrument executed by all parties
hereto.
14. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or
obligations hereunder without the prior written consent of the other parties. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement
shall be binding on the Director and his successors, heirs and assigns and permitted transferees.
15. Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation
other than the parties hereto any right, remedy or claim under or by reason of this Letter
Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs,
personal representatives and assigns and permitted transferees.
16. This
Letter Agreement may be executed in any number of original or facsimile counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.
4
17. This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any
term or provision hereof shall not affect the validity or enforceability of this Letter Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this
Letter Agreement a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable.
18. This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York. The parties hereto (i) all agree that any action, proceeding, claim
or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought
and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii)
waive any objection to such exclusive jurisdiction and venue or that such courts represent
an inconvenient forum.
19. Any
notice, consent or request to be given in connection with any of the terms or provisions
of this Letter Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile transmission.
20. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods
or (ii) the liquidation of the Company.
[Signature
Page Follows]
5
Sincerely,
/s/
Jae Hyun Park
Name:
Jae Hyun Park
Acknowledged
and Agreed:
INLFECTION
POINT ACQUISITION CORP. III
By:
/s/
Michael Blitzer
Name:
Michael
Blitzer
Title:
Chairman
and Chief Executive Officer
[Signature
Page to Letter Agreement]
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Apr. 24, 2026
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Entity File Number
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Entity Registrant Name
INFLECTION
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Entity Central Index Key
0002012318
Entity Tax Identification Number
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Entity Incorporation, State or Country Code
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Entity Address, Address Line One
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Entity Address, City or Town
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Entity Address, State or Province
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City Area Code
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Local Phone Number
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one-tenth (1/10) of one Class A ordinary share
Title of 12(b) Security
Units,
each consisting of one Class A ordinary share, $0.0001 par value
Trading Symbol
IPCXU
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
IPCX
Security Exchange Name
NASDAQ
Rights, each entitling the holder to receive one tenth (1/10) of one Class A ordinary share
Title of 12(b) Security
Rights,
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Trading Symbol
IPCXR
Security Exchange Name
NASDAQ
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=IPCX_UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOneRightToReceiveOnetenth110OfOneClassOrdinaryShareMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=IPCX_ClassOrdinarySharesParValue0.0001ParValueMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=IPCX_RightsEachEntitlingHolderToReceiveOneTenth110OfOneClassOrdinaryShareMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: