Form 8-K
8-K — Inflection Point Acquisition Corp. VI
Accession: 0001213900-26-066027
Filed: 2026-06-08
Period: 2026-06-08
CIK: 0002102041
SIC: 6770 (BLANK CHECKS)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ea0293891-8k425_inflect6.htm (Primary)
EX-99.1 — PRESS RELEASE, DATED JUNE 8, 2026 (ea029389101ex99-1.htm)
EX-99.2 — INVESTOR PRESENTATION, DATED JUNE 2026 (ea029389101ex99-2.htm)
EX-99.3 — CERTAIN PROJECTED FINANCIAL INFORMATION, DATED JUNE 2026 (ea029389101ex99-3.htm)
EX-99.4 — PRE-FUNDED INVESTMENT TERM SHEET, DATED JUNE 2026 (ea029389101ex99-4.htm)
EX-99.5 — CLOSING INVESTMENT TERM SHEET, DATED JUNE 2026 (ea029389101ex99-5.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):
June 8, 2026
INFLECTION POINT ACQUISITION CORP. VI
(Exact name of registrant as specified in its charter)
Cayman Islands
001-43212
N/A
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1680 Michigan Avenue Suite 700 #1031
Miami Beach, FL 33139
(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-third of one redeemable warrant
IPFXU
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 par value
IPFX
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
IPFXW
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 7.01. Regulation FD Disclosure.
On June 8, 2026, Inflection
Point Acquisition Corp. VI (“Inflection Point”) and Quantum Space, LLC (“Quantum Space”), a Delaware limited liability
company, issued a joint press release announcing the execution of a business combination agreement (the “Business Combination Agreement”)
relating to a proposed business combination (the “Business Combination”) among Inflection Point, Quantum Space, IPFX PubCo,
Inc., a Delaware corporation and wholly owned subsidiary of the Purchaser (“PubCo”), IPFX Merger Sub, Inc., a Delaware corporation
and direct, wholly owned subsidiary of Pubco (“Merger Sub”) and the other parties thereto. A copy of the press release is
furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference.
Following closing of the Business
Combination, the combined company will be organized in an umbrella partnership C corporation (“Up-C”) structure, in which
substantially all of the assets and the business of the combined company will be held by Quantum Space. The combined company’s business
will continue to operate through Quantum Space and its subsidiaries. In connection with the Closing, PubCo will change its name to “Quantum
Space, Inc.” (such company after the Closing, “New Quantum Space”).
Simultaneously with the Closing:
(i) Quantum Space and PubCo will enter into an Eighth Amended
and Restated Limited Liability Company Operating Agreement of Quantum Space (the “A&R Operating Agreement”), to, among
other things, implement the Up-C Structure as contemplated by the Business Combination Agreement and to admit PubCo as the managing member
of Quantum Space; and
(ii) PubCo will file with the Secretary of State of the State of
Delaware an amended and restated certificate of incorporation which will, among other things, set forth the rights and preferences of
the common stock and preferred stock of New Quantum Space (the “A&R Charter”). In particular, the A&R Charter will
provide that (i) each share of Class A-1 common stock will have one (1) vote per share and economic rights, (ii) each share of Class
A-2 common stock, will have ten (10) votes per share and economic rights, (iii) each share of Class B-1 common stock will have one (1)
vote per share and no economic rights and (iv) each share of Class B-2 common stock will have ten (10) votes per share and no economic
rights.
The Business Combination Agreement
includes customary representations, warranties, covenants, closing conditions and termination provisions.
The foregoing description
of the Business Combination Agreement, the Business Combination and the related transactions does not purport to be complete and is qualified
in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which will be filed in a subsequent Current
Report on Form 8-K within the time period prescribed by the Exchange Act.
Furnished as Exhibit 99.2
hereto and incorporated into this Item 7.01 by reference is the investor presentation that Inflection Point and Quantum Space have prepared
for use in connection with the Business Combination.
Furnished as Exhibit 99.3
hereto and incorporated into this Item 7.01 by reference is certain projected financial information that Quantum Space prepared in connection
with Inflection Point’s consideration of the Business Combination and certain investors’ assessment of a potential investment
in Quantum Space.
Furnished as Exhibit 99.4
hereto and incorporated into this Item 7.01 by reference is a summary term sheet of certain investments made in Series B convertible preferred
units and warrants of Quantum Space concurrently with signing the Business Combination Agreement.
Furnished as Exhibit 99.5
hereto and incorporated into this Item 7.01 by reference is a summary term sheet of certain investments to be made into Series A cumulative
convertible preferred stock and warrants of PubCo substantially concurrently with closing the Business Combination.
The foregoing (including Exhibits
99.1, 99.2, 99.3, 99.4 and 99.5) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that
section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”) or the Exchange Act.
1
Forward-Looking Statements
This Current Report on Form
8-K and the exhibits hereto contain certain statements that are not historical facts but may be considered “forward-looking statements”
within the meaning of Section 27(a) of the Securities Act, and Section 21(e) of the Exchange Act. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these
terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements
of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business
Combination, the estimated or anticipated future results and benefits of New Quantum Space following the Business Combination, including
the likelihood and ability of Quantum Space and Inflection Point to successfully consummate the Business Combination, future opportunities
for New Quantum Space and other statements that are not historical facts.
These statements are based
on the current expectations of the management of Inflection Point and/or Quantum Space and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
Inflection Point and Quantum Space. These statements are subject to a number of risks and uncertainties regarding Quantum Space’s
business and the Business Combination and actual results may differ materially. These risks and uncertainties include, but are not limited
to: the occurrence of any event, change or other circumstances that could give rise to the termination of any definitive agreements with
respect to the Business Combination; the outcome of any legal proceedings that may be instituted against Inflection Point, Quantum Space,
the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto;
the inability to complete the Business Combination due to the failure to obtain shareholder approval, to obtain financing to complete
the Business Combination or other conditions to closing; changes to the proposed structure of the Business Combination that may be required
or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;
the ability of New Quantum Space to meet stock exchange listing standards following the consummation of the Business Combination; the
risk that the Business Combination disrupts current plans and operations of Quantum Space as a result of the announcement and consummation
of the Business Combination; the ability of New Quantum Space to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition, the ability of New Quantum Space to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; costs related to the Business Combination; changes in applicable
laws or regulations; the possibility that Quantum Space or the combined company may be adversely affected by other economic, business,
and/or competitive factors; the amount of redemption requests made by Inflection Point shareholders; unsatisfactory safety performance
of Quantum Space’s satellite systems or security incidents at Quantum Space’s facilities; failure of the market for satellites
to achieve the growth potential Quantum Space expects; any delayed launches, launch failures, failure of Quantum Space’s satellites
to reach their planned orbital locations and significant increases in the costs related to launches of satellites; the handling, production
and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals in Quantum Space’s operations;
failure of Quantum Space’s products to operate in the expected manner or defects in its products; counterparty risks on contracts
entered into with Quantum Space’s customers and failure of Quantum Space’s prime contractors to maintain their relationships
with their counterparties and fulfill their contractual obligations; failure to successfully defend against protests from other bidders
for government contracts; changes in the funding levels of various governmental entities with which Quantum Space does business; and other
risks and uncertainties discussed in documents of Inflection Point and/or Quantum Space filed, or to be filed, with the U.S. Securities
and Exchange Commission (the “SEC”). The foregoing list of risk factors is not exhaustive. There may be additional risks that
Inflection Point and Quantum Space presently do not know or that Inflection Point and Quantum Space currently believe are immaterial that
could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements
provide Inflection Point’s and Quantum Space’s expectations, plans or forecasts of future events and views as of the date
of this communication. Inflection Point and Quantum Space anticipate that subsequent events and developments will cause their assessments
to change. However, while Inflection Point and Quantum Space may elect to update these forward-looking statements in the future, Inflection
Point and Quantum Space specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing
Inflection Point’s or Quantum Space’s assessments as of any date subsequent to the date of this communication. Accordingly,
undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any
person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.
2
Additional Information
The Business Combination will
be submitted to shareholders of Inflection Point for their consideration. In connection with the Business Combination, Pubco, Inflection
Point and Quantum Space intend to file a Registration Statement with the SEC, which will include a proxy statement/prospectus and certain
other related documents, which will serve as both the proxy statement to be distributed to shareholders of Inflection Point in connection
with its solicitation for proxies for the vote by its shareholders in connection with the Business Combination and other matters to be
described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to securityholders
of Inflection Point and equityholders of Quantum Space in connection with the completion of the Business Combination. After the Registration
Statement is declared effective, Inflection Point will mail a definitive proxy statement and other relevant documents to its shareholders
as of the record date established for voting on the Business Combination. This communication is not a substitute for the Registration
Statement, the definitive proxy statement/prospectus or any other document that Inflection Point will send to its shareholders in connection
with the Business Combination.
INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS
COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION.
Investors and security holders
will be able to obtain copies of these documents (when available) and other documents filed with the SEC free of charge at www.sec.gov.
The definitive proxy statement/prospectus (when available) will be mailed to shareholders of Inflection Point as of a record date to be
established for voting on the Business Combination. Shareholders of Inflection Point will also be able to obtain copies of the definitive
proxy statement/prospectus without charge, once available, by directing a request to: Inflection Point Acquisition Corp. VI, 1680 Michigan
Avenue, Suite 700 #1031, Miami Beach, FL 33139.
Participants in the Solicitation
Inflection Point and its directors,
executive officers, and other members of management, and consultants, under SEC rules, may be deemed participants in the solicitation
of proxies from Inflection Point’s shareholders with respect to the Business Combination. Information about Inflection Point’s
directors and executive officers and a description of their interests in Inflection Point and in its initial business combination is contained
in the sections entitled “Management,” “Principal Shareholders,” and “Certain Relationships
and Related Party Transactions” of Inflection Point’s final prospectus (File No. 333-292443) for its initial public offering,
filed with the SEC on March 30, 2026, which is available free of charge at the SEC’s website at www.sec.gov and at the following
URL: https://www.sec.gov/Archives/edgar/data/2102041/000121390026035878/ea0270234-07.htm. Additional information regarding the interests
of participants in the proxy solicitation and their direct and indirect interests will be contained in the Registration Statement and
the proxy statement/prospectus when they become available.
Quantum Space, its directors,
executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies
of Inflection Point’s shareholders in connection with the Business Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business Combination will be included in the Registration Statement when available.
No Offer or Solicitation
This communication is for
informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation
of any vote in any jurisdiction pursuant to the Business Combination or otherwise. This communication is not, and under no circumstances
is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or
any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act or exemptions therefrom. No securities commission or securities regulatory authority in the United States or any other
jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this communication.
3
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit No.
Description
99.1
Press Release, dated June 8, 2026.
99.2
Investor Presentation, dated June 2026.
99.3
Certain Projected Financial Information, dated June 2026.
99.4
Pre-Funded Investment Term Sheet, dated June 2026.
99.5
Closing Investment Term Sheet, dated June 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
4
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. VI
By:
/s/ Kevin Shannon
Name:
Kevin Shannon
Title:
Chief Executive Officer
Dated: June 8, 2026
5
EX-99.1 — PRESS RELEASE, DATED JUNE 8, 2026
EX-99.1
Filename: ea029389101ex99-1.htm · Sequence: 2
Exhibit
99.1
QUANTUM
SPACE, A LEADING SPACE DEFENSE AND ORBITAL MOBILITY COMPANY, TO GO PUBLIC VIA MERGER WITH INFLECTION POINT ACQUISITION CORP. VI
● Creates
a pure-play national security space company and accelerates production of Ranger, a maneuver-first
spacecraft platform purpose-built for multi-orbit operations
● Supports
a deepening pipeline of national security and commercial missions, including existing contracts
with the U.S. Space Force and Air Force Research Laboratory, active proposals with the Department
of War and DARPA, and award eligibility under the Space Force’s $6.2B Andromeda IDIQ
vehicle
● Transaction
includes an initial $300M PIPE investment anchored by Inflection Point; pre-money equity
value of approximately $600M and a post-transaction equity value of approximately $1.2B.
● Parties
to host a virtual webcast today at 8:30 a.m. ET: https://app.webinar.net/R0rM30p36Jd
Rockville,
MD., - June 8, 2026 - Quantum Space, LLC (the “Company” or “Quantum Space”), a company building the next
generation of advanced maneuverable spacecraft to disrupt the orbital economy, and Inflection Point Acquisition Corp. VI (Nasdaq:
IPFX) (“Inflection Point”), a special purpose acquisition company, today announced that they have entered into a definitive
business combination agreement (the “Business Combination Agreement”), under which Quantum Space will become a publicly traded
company.
Quantum
Space was co-founded by Dr. Kam Ghaffarian, the Company’s Executive Chairman and a visionary entrepreneur and co-founder of commercial
space and energy companies. The Company is led by CEO Jim Bridenstine, a former NASA Administrator, naval aviator, and member of Congress.
Bridenstine
and the rest of the Quantum Space management team are committed to building the leading space mobility platform, with its flagship
vehicle, Ranger, as the foundation of future growth and value creation. Ranger will pair single-fuel, multi-mode
propulsion with one of the largest storable fuel capacities in its class at more than 4,000+ kg, a refuellable and
modular architecture and an operational life of up to 15 years. Protected by a deep patent portfolio, Ranger is being
engineered to reach geosynchronous orbit (GEO) and beyond, with up to 70% lower cost than conventional architectures beyond low
earth orbit (LEO), based on management estimates and internal analysis.
Quantum
Space believes Ranger’s favorable cost economics, maneuverability, and persistence will distinguish it from any spacecraft
currently in operation. The platform is being engineered to operate autonomously across orbits critical to U.S. national security,
including LEO, the most congested and contested domain, and medium earth orbit, which hosts GPS fleets. From there, Ranger reaches
GEO, where critical national security satellites maintain continuous coverage, and on to cislunar space, the strategic high ground
between Earth and the Moon.
Page 1 of 6
The
Company has achieved significant market traction, attracting a diverse customer base that spans the full breadth of the U.S.
national security space enterprise. The Company has six contracts and pending proposals with the U.S. Space Force, the Department of
War, DARPA, and the Air Force Research Laboratory and has identified a pipeline of additional opportunities which the
Company’s management estimates to have an unweighted estimated value of more than $5 billion across the national
security, civil, and commercial space markets. Anchoring this portfolio is the Company’s contract award under the U.S. Space
Force’s flagship Andromeda program, an IDIQ vehicle with a ceiling value of $6.2 billion (representing the maximum shared
contract value across 14 contract awardees) aimed at fielding a proliferated constellation of maneuverable, refuellable spacecraft
in GEO. The Company has not yet been allocated any specific amount of funding under this contract.
“I
founded Quantum Space to build a company I believe the United States needs to lead in this contested era — and we now have the
platform, technology, and team to work to shift paradigms. As NASA Administrator, Jim Bridenstine helped shape the creation of the U.S.
Space Force and laid the foundation for the national security space enterprise we serve today. With Jim at the helm, we are positioned
to disrupt the orbital economy and lead the shift from a launch-defined era to a mobility-defined one, with Ranger built to define it,”
said Kam Ghaffarian, Executive Chairman and Co-Founder of Quantum Space.
Jim
Bridenstine, CEO of Quantum Space, stated: “We have designed Ranger to satisfy the U.S. Space Force’s Theory of Competitive
Endurance: avoiding operational surprise, denying first-mover advantage, and enabling counter-space campaigning. We believe Ranger will
enable us to meet accelerating demand in an environment where sustained maneuverability is no longer optional. Being a public company
will better allow us to scale production, deliver on the contracts we’ve already won, and serve new national security, civil, and
commercial customers who have been waiting for this platform.”
Michael
Blitzer, Chairman of Inflection Point, stated: “Quantum Space is defining the space national security industry at a pivotal
moment for American space preeminence. Its differentiated, highly maneuverable spacecraft has already earned meaningful traction with
the U.S. national security space enterprise, including six contracts and pending proposals, as well as selection on the U.S. Space Force’s
flagship Andromeda program.”
“Kam
Ghaffarian and Jim Bridenstine have played central roles in the sector’s most consequential programs of the past decade,”
Blitzer continued. “Their vision for Quantum Space arrives as defense spending, space infrastructure, and America’s strategic
priorities in orbit are converging.”
Quantum
Space’s operations are anchored by its engineering and mission development facility in Rockville, Maryland, and its propulsion
and integration test facility in Hawthorne, California, as well as a spacecraft manufacturing center in Tulsa, Oklahoma, that is currently
in development.
Page 2 of 6
Transaction
Details
Quantum
Space has a pre-money equity value of $600 million. Post-transaction, Quantum Space is expected to have an equity value of approximately
$1.2 billion, assuming no redemptions by Inflection Point’s public shareholders. Existing Quantum Space equity holders are expected
to retain approximately 50% ownership in the pro forma company.
In
addition to approximately $253 million held in Inflection Point’s trust account (assuming no redemptions by the public stockholders),
the transaction includes commitments for a convertible PIPE at $12 per share of approximately $300 million. The PIPE is being led by
Inflection Point Asset Management, with participation from additional new institutional investors. Proceeds from the transaction will
fund accelerated production of the Ranger platform and expansion of manufacturing facilities, positioning the Company to compete for
a growing pipeline of national security, civil, and commercial missions.
The
transaction, which has been unanimously approved by the boards of directors of both Quantum Space and Inflection Point, is expected to
close in the fourth quarter of 2026, subject to approval by Inflection Point stockholders and other customary closing conditions. Upon
closing, the combined company will use the Quantum Space name and expects to be listed on the Nasdaq under the ticker symbol “QSPC.”
Additional
details regarding the proposed transaction, including a copy of the Business Combination Agreement and other related documents, will
be included in a Current Report on Form 8-K to be filed by Inflection Point with the U.S. Securities and Exchange Commission and will
be available at www.sec.gov.
Advisors
Cantor
is serving as lead placement agent and Moelis & Company LLC is serving as joint placement agent to Inflection Point. Cantor is also
serving as exclusive financial advisor to Quantum Space. White & Case LLP is serving as legal advisor to Inflection Point. Reed Smith
LLP is serving as legal advisor to Quantum Space. DLA Piper LLP (US) is serving as legal counsel to Cantor and Moelis & Company LLC.
Conference
Call Details
Quantum
Space and Inflection Point will host an investor presentation today at 8:30am ET to discuss the announcement. The webcast will include
a slide presentation and participants are encouraged to view the presentation via webcast at: https://app.webinar.net/R0rM30p36Jd
About Quantum Space
Quantum
Space is building the next generation of advanced maneuverable spacecraft for national security, civil and commercial space operations.
Its mission centers on the Ranger platform: a highly maneuverable spacecraft designed to address the needs of national security and commercial
operators. With patented propulsion, extended on-orbit endurance, and modular flexibility, Ranger is engineered to outmaneuver legacy
satellites and operate dynamically across diverse mission sets. For more information, visit www.quantumspace.us.
Page 3 of 6
About
Inflection Point Acquisition Corp. VI
Inflection
Point Acquisition Corp. VI is a special purpose acquisition company whose business purpose is to effect a merger, share exchange, asset
acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. Inflection Point
is led by an experienced SPAC sponsor team that seeks to identify, take public, and scale high-impact and strategically important technology
companies. The sponsor team’s prior transactions include Intuitive Machines (Nasdaq: LUNR) and USA Rare Earth (Nasdaq: USAR).
Quantum
Space Contact
Collected
Strategies
Dan
Moore/ Jude Gorman / Kiki Torpey
Quantum-CS@collectedstrategies.com
Inflection
Point Acquisition Corp. VI Contact
Kevin
Shannon
Inflection
Point Acquisition Corp. VI
info@inflectionpointacquisition.com
Forward-Looking
Statements
This
press release contains certain statements that are not historical facts but may be considered “forward-looking statements”
within the meaning of Section 27(a) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21(e) of
the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of
them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination,
the estimated or anticipated future results and benefits of New Quantum Space following the Business Combination, including the likelihood
and ability of Quantum Space and Inflection Point to successfully consummate the Business Combination, future opportunities for New Quantum
Space and other statements that are not historical facts.
Page 4 of 6
These
statements are based on the current expectations of the management of Inflection Point and/or Quantum Space and are not predictions
of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve
as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Inflection Point and Quantum Space. These statements are subject to a number of
risks and uncertainties regarding Quantum Space’s business and the Business Combination and actual results may differ
materially. These risks and uncertainties include, but are not limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination of any definitive agreements with respect to the Business Combination; the
outcome of any legal proceedings that may be instituted against Inflection Point, Quantum Space, the combined company or others
following the announcement of the Business Combination and any definitive agreements with respect thereto; the inability to complete
the Business Combination due to the failure to obtain shareholder approval, to obtain financing to complete the Business Combination
or other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as
a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the
ability of New Quantum Space to meet stock exchange listing standards following the consummation of the Business Combination; the
risk that the Business Combination disrupts current plans and operations of Quantum Space as a result of the announcement and
consummation of the Business Combination; the inability of Quantum Space to successfully complete development of its flagship
vehicle, Ranger, which is currently in development and has not been manufactured, operated or sold to date, or for it to meet
Quantum Space’s design standards, including its intended fuel capacity, having a refuelable and modular architecture, and
operational life of up to 15 years; the ability of New Quantum Space to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things, competition, the ability of New Quantum Space to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain its management and key employees; costs related to the
Business Combination; changes in applicable laws or regulations; the possibility that Quantum Space or the combined company may be
adversely affected by other economic, business, and/or competitive factors; the amount of redemption requests made by Inflection
Point shareholders; unsatisfactory safety performance of Quantum Space’s satellite systems or security incidents at Quantum
Space’s facilities; failure of the market for satellites to achieve the growth potential Quantum Space expects; any delayed
launches, launch failures, failure of Quantum Space’s satellites to reach their planned orbital locations and significant
increases in the costs related to launches of satellites; the handling, production and disposition of potentially explosive and
ignitable energetic materials and other dangerous chemicals in Quantum Space’s operations; failure of Quantum Space’s
products to operate in the expected manner or defects in its products; counterparty risks on contracts entered into with Quantum
Space’s customers and failure of Quantum Space’s prime contractors to maintain their relationships with their
counterparties and fulfill their contractual obligations; failure to successfully defend against protests from other bidders for
government contracts; changes in the funding levels of various governmental entities with which Quantum Space does business; and
other risks and uncertainties discussed in documents of Inflection Point and/or Quantum Space filed, or to be filed, with the U.S.
Securities and Exchange Commission (the “SEC”). The foregoing list of risk factors is not exhaustive. There may be
additional risks that Inflection Point and Quantum Space presently do not know or that Inflection Point and Quantum Space currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In
addition, forward-looking statements provide Inflection Point’s and Quantum Space’s expectations, plans or forecasts of
future events and views as of the date of this communication. Inflection Point and Quantum Space anticipate that subsequent events
and developments will cause their assessments to change. However, while Inflection Point and Quantum Space may elect to update these
forward-looking statements in the future, Inflection Point and Quantum Space specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as representing Inflection Point’s or Quantum Space’s assessments
as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the
forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements
set forth herein will be achieved or results of such forward-looking statements will be achieved.
Page 5 of 6
Additional
Information
The
Business Combination will be submitted to shareholders of Inflection Point for their consideration. In connection with the Business Combination,
Pubco, Inflection Point and Quantum Space intend to file a Registration Statement with the SEC, which will include a proxy statement/prospectus
and certain other related documents, which will serve as both the proxy statement to be distributed to shareholders of Inflection Point
in connection with its solicitation for proxies for the vote by its shareholders in connection with the Business Combination and other
matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to
be issued to securityholders of Inflection Point and equityholders of Quantum Space in connection with the completion of the Business
Combination. After the Registration Statement is declared effective, Inflection Point will mail a definitive proxy statement and other
relevant documents to its shareholders as of the record date established for voting on the Business Combination. This communication is
not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Inflection Point
will send to its shareholders in connection with the Business Combination.
INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION.
Investors
and security holders will be able to obtain copies of these documents (when available) and other documents filed with the SEC free of
charge at www.sec.gov. The definitive proxy statement/prospectus (when available) will be mailed to shareholders of Inflection Point
as of a record date to be established for voting on the Business Combination. Shareholders of Inflection Point will also be able to obtain
copies of the definitive proxy statement/prospectus without charge, once available, by directing a request to: Inflection Point Acquisition
Corp. VI, 1680 Michigan Avenue, Suite 700 #1031, Miami Beach, FL 33139.
Participants
in the Solicitation
Inflection
Point and its directors, executive officers, and other members of management, and consultants, under SEC rules, may be deemed participants
in the solicitation of proxies from Inflection Point’s shareholders with respect to the Business Combination. Information about
Inflection Point’s directors and executive officers and a description of their interests in Inflection Point and in its initial
business combination is contained in the sections entitled “Management,” “Principal Shareholders,”
and “Certain Relationships and Related Party Transactions” of Inflection Point’s final prospectus (File No.
333-292443) for its initial public offering, filed with the SEC on March 30, 2026, which is available free of charge at the SEC’s
website at www.sec.gov and at the following URL: https://www.sec.gov/Archives/edgar/data/2102041/000121390026035878/ea0270234-07.htm.
Additional information regarding the interests of participants in the proxy solicitation and their direct and indirect interests will
be contained in the Registration Statement and the proxy statement/prospectus when they become available.
Quantum
Space, its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in
the solicitation of proxies of Inflection Point’s shareholders in connection with the Business Combination. A list of the names
of such directors and executive officers and information regarding their interests in the Business Combination will be included in the
Registration Statement when available.
No
Offer or Solicitation
This
communication is for informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable
law nor (ii) the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise. This communication is
not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described
herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act or exemptions therefrom. No securities commission or securities regulatory authority
in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy
of this communication.
Page 6 of 6
EX-99.2 — INVESTOR PRESENTATION, DATED JUNE 2026
EX-99.2
Filename: ea029389101ex99-2.htm · Sequence: 3
Exhibit 99.2
PROPRIETARY & CONFIDENTIAL - 2026 INVESTOR PRESENTATION Disrupting the Orbital Economy
C O N F I D E N T I A L Disclaimer 2 About this Presentation This presentation and any accompanying oral presentation (collectively, this “Presentation”) are highly confidential, have been prepared solely for informational purposes and are intended only for “accredited investors” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act. By attending or receiving this Presentation, you agree that you will not distribute, disclose, or use the information contained herein for any purpose other than evaluating a potential private placement of securities (the “PIPE Offering”) in connection with the proposed business combination (the “Business Combination” and together with the PIPE Offering, the “Proposed Transactions”) between Inflection Point Acquisition Corp. VI (the “SPAC”) and Quantum Space, LLC (the “Company” and together with the SPAC, the “Parties”). Any reproduction or distribution of this Presentation, in whole or in part, or the disclosure of its contents to any other person, is prohibited without the prior written consent of the Parties. The Parties have engaged Cantor Fitzgerald & Co. and Moelis & Company LLC (together, the “Placement Agents”) as placement agents in connection with the proposed PIPE Offering. None of the Parties or the Placement Agents intends for this Presentation to form the basis of any transaction decision by the recipient. The information contained herein does not purport to be all - inclusive, and was provided by the Parties or is from public or other sources. The Placement Agents have not assumed any responsibility for independently verifying such information, and expressly disclaim any liability in connection with such information. None of the Parties or any of their respective affiliates, representatives or advisors, including the Placement Agents, makes any representation or warranty, express or implied, or accepts any responsibility or liability for the accuracy or completeness of the information contained herein or any other written, oral or other communications transmitted or otherwise made available to the recipient of this Presentation in the course of its evaluation of the Proposed Transactions. None of the Parties or the Placement Agents makes any representation or warranty as to the achievement or reasonableness of any projections, management estimates, prospects or returns. This Presentation speaks only as of the date of the information herein and none of the Parties or the Placement Agents has any obligation to update or correct any information herein. None of the Parties or any of their respective affiliates, representatives or advisors shall be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its accuracy or sufficiency, its omissions, its errors, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this Presentation should make their own evaluation of the Company and the Proposed Transactions and should make such other investigations as they deem necessary. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with the Parties or any of their respective affiliates, representatives or advisors, as investment, legal or tax advice. Forward Looking Statements This Presentation contains certain “forward - looking statements” within the meaning of the U.S. federal securities laws with respect to the Parties and the Proposed Transactions. These statements, which involve risks and uncertainties, include statements relating to the Proposed Transactions and their expected benefits; projected operating results and performance; the size of the orbital infrastructure market; the Company’s expectations with respect to, among other things, demand for its product and services offerings; the Company’s operations, financial performance and industry; and the Company’s business strategy, business plan, and plans to drive long - term sustainable shareholder value. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking. Forward - looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the Parties’ expectations. These risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of any definitive agreements with respect to the Proposed Transactions; (2) the outcome of any legal proceedings that may be instituted against the SPAC, the Company, the combined company or others following the announcement of the Proposed Transactions and any definitive agreements with respect thereto; (3) the inability to complete the Proposed Transactions due to the failure to obtain shareholder approval, to obtain financing to complete the Proposed Transactions or to satisfy the minimum cash or other conditions to closing; (4) changes to the proposed structure of the Proposed Transactions that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Proposed Transactions; (5) the ability of the Company to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Proposed Transactions disrupt current plans and operations of the Company as a result of the announcement and consummation of the Proposed Transactions; (7) the ability to recognize the anticipated benefits of the Proposed Transactions, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Proposed Transactions; (9) changes in applicable laws or regulations; (10) the possibility that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the amount of redemption requests made by the SPAC shareholders; (12) unsatisfactory safety performance of the Company’s satellite systems or security incidents at the Company’s facilities; (13) failure of the market for satellites to achieve the growth potential the Company expects; (14) any delayed launches, launch failures, failure of the Company’s satellites to reach their planned orbital locations and significant increases in the costs related to launches of satellites; (15) the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals in our operations; (16) failure of the Company’s products to operate in the expected manner or defects in its products; (17) counterparty risks on contracts entered into with the Company’s customers and failure of the Company’s prime contractors to maintain their relationships with their counterparties and fulfill their contractual obligations; (18) failure to successfully defend protest from other bidders for government contracts; (19) changes in the funding levels of various governmental entities with which the Company does business; and (20) other risks and uncertainties discussed in documents of the SPAC and/or the Company filed, or to be filed, with the U.S. Securities and Exchange Commission (the “SEC”). The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section in the final prospectus of the SPAC dated as of March 26, 2026 and filed by the SPAC with the SEC on March 30, 2026, the registration statement on Form S - 4 and proxy statement/prospectus that will be filed by the Parties, and other documents filed or to be filed by Parties from time to time with the SEC, as well as the list of risk factors included in the Appendix hereto. These filings and the Appendix do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward - looking statements. There may be additional risks that neither the SPAC or the Company presently know or that the SPAC and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements in this Presentation.
C O N F I D E N T I A L Disclaimer (Continued) 3 Any forward - looking statements contained in this Presentation speak only as of their date, and the Parties undertakes no obligation to update any forward - looking statements to reflect events or circumstances occurring after their date or to reflect the occurrence of unanticipated. Use of Projections Certain information and conclusions set forth in this Presentation are based on projections . Actual results may differ materially from those indicated in the forward - looking statements because the realization of those results is subject to many uncertainties, including economic conditions and other factors . Investors should be aware that projections are subject to many risks and uncertainties and may be materially different from actual results . Each investor must conduct and rely on its own evaluation, including of the associated risks, in making an investment decision . This Presentation contains projected financial information with respect to the Company, including, without limitation, the Company’s projected revenue for future years. Such projected financial information constitutes forward - looking statements and is for illustrative purposes only, and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying the Company’s projected financial information are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. The inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The Company’s independent auditor has not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. No Offer or Solicitation This Presentation should not be construed as a prospectus or offering document and you should not rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. This Presentation shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities . Any offer to sell securities pursuant to the PIPE Offering will be made only pursuant to a definitive subscription agreement or securities purchase agreement and related documentation and will be made in reliance on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering . Any other solicitation or offering of securities shall be made only by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom . The equity securities that are to be issued in the PIPE Offering have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act . Industry and Market Data; Trademarks; Artificial Intelligence - Generated Images Certain information contained in the Presentation relates to or is based on studies, publications, statistics and surveys from third - party sources, and on the Company’s own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. While the Company believes that the third - party sources and its internal research are reliable, such sources and research have not been verified by any independent source. Any data on past performance or modeling contained herein is not an indication as to future performance. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to such industry and market data. The information contained in the third - party citations referenced in this Presentation is not incorporated by reference into this Presentation. This Presentation may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. The inclusion of particular trademarks, service marks, trade names and copyrights of other companies is not intended to, and does not, imply a relationship with the Parties or the Parties’ endorsement or sponsorship. Each of the Company and the SPAC owns or has rights to various trademarks, service marks, trade names and copyrights in connection with the operation of its business which are also included in this Presentation. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the ℠ , ©, or ® symbols, but the Parties will assert, to the fullest extent under applicable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Images contained in this Presentation have been generated using artificial intelligence ("AI") technology and are included solely for illustrative purposes. These images do not depict, represent or otherwise portray actual products, services or offerings of any kind. No representation or warranty, express or implied, is made as to the accuracy, completeness, or reliability of any AI - generated image contained in this Presentation. Recipients of this Presentation should not rely on any such image as an accurate depiction of any existing or proposed product.
C O N F I D E N T I A L Disclaimer (Continued) 4 Additional Information and Where to Find It In connection with the Business Combination, the SPAC and the Company intend to file relevant materials with the SEC, including a registration statement on Form S - 4, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all SPAC shareholders. The SPAC will also file other documents regarding the Proposed Transactions with the SEC. Before making any voting or investment decision, investors, shareholders and other interested persons of the SPAC are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with Proposed Transactions carefully and in their entirety as they become available because they will contain important information about the Proposed Transactions. Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the SPAC through the website maintained by the SEC at www.sec.gov. The documents filed by the SPAC and the Company with the SEC also may be obtained free of charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Inflection Point Acquisition Corp. VI, 1680 Michigan Avenue, Suite 700 #1031, Miami Beach, Florida 33139. Participants in Solicitation The SPAC, the Company and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from the SPAC’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of the SPAC’s securities are, or will be, contained in the SPAC’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the SPAC’s shareholders in connection with the Business Combination, including and the names and interests of the Company’s directors and executive officers, will be set forth in the proxy statement/prospectus included in the Registration Statement on Form S - 4 for the Business Combination, which is expected to be filed by the SPAC and the Company with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.
C O N F I D E N T I A L Proven Partnership with Track Record of Success • Co - founder and Chairman of Intuitive Machines (Nasdaq:LUNR) • Proven company builder of category - defining aerospace and energy platforms • Created substantial equity value across Intuitive Machines, Axiom Space and X - Energy Dr. Kam Ghaffarian EXECUTIVE CHAIRMAN & CO - FOUNDER, QUANTUM SPACE • Co - CEO of Inflection Point Acquisition Corp. and Director of Intuitive Machines • Experienced SPAC sponsor with repeat execution across strategically important technology companies • Track records spans across Intuitive Machines, USA Rare Earth and Merlin Michael Blitzer FOUNDER & CHIEF INVESTMENT OFFICER, INFLECTION POINT ASSET MANAGEMENT Experience Taking Companies Public and Enhancing Growth Post De - SPAC Active Board Participation $1B+ Raised (1) M&A and Capital Markets Advisory 5 $800M Market Cap at De - SPAC (2023) $7.5B + Current Market Cap (2) ~10x Market Cap in 3 years (1) Represents total capital raised by Intuitive Machines since 2023. (2) FactSet as of 5/15/2026 on a fully diluted basis. (3) PitchBook as of 5/15/2026. Co - invested in Axiom Space ($2B valuation) (3) and X - Energy ($11B+ market cap) (2) , demonstrating a long history of value creating partnerships
C O N F I D E N T I A L Combined 225+ Years of Space & Defense Experience Kerry Wisnosky PRESIDENT & CO - FOUNDER Co - founder / CEO Millennium Engineering (sold 2021) engineering leader at Raytheon / Hughes and GE, specializing in missile defense and space systems Phillip Bracken CTO Space systems architect across launch vehicles and spacecrafts. Prior experience with Spaceflight, Blue Origin, Northrop Grumman and Orbital Sciences Dr. Kam Ghaffarian EXECUTIVE CHAIRMAN & CO - FOUNDER Visionary space and energy entrepreneur behind several companies dedicated to furthering human civilization. Co - founder of Intuitive Machines ($7.5B+ market cap) (1) , Axiom Space ($2B valuation) (2) , X - Energy ($11B+ market cap) (1) and Stinger Ghaffarian Technologies ("SGT") Ben Reed CO - FOUNDER & VP NASA Goddard Leadership (~25 years) and satellite servicing expert. Served as Director of Civil Space Policy on the White House National Space Council Adarsh Parekh CFO (INCOMING) (3) Finance executive (20+ years) across capital markets, M&A, and strategic transactions. Former CFO of Sidus Space (NASDAQ: SIDU) and former CFO of Terran Orbital Richard Matlock VP, NATIONAL SECURITY Nationally recognized Missile Defense pioneer with 40+ years at DoD, leading next - generation capabilities aligned with Golden Dome's mission Jim Bridenstine CEO 13 th Administrator of NASA, responsible for reestablishing an American human spaceflight program and creating NASA’s Artemis program. Served in the U . S . House of Representatives from Oklahoma’s First Congressional District from 2013 - 2018 . Most recently, Managing Partner of Artemis Group 6 (1) FactSet as of 5/15/2026 on a fully diluted basis. (2) PitchBook as of 5/15/2026. (3) Expected to start 6/8/2026.
C O N F I D E N T I A L Ranger: An Enduring, Highly Maneuverable Satellite Platform Revolutionizing the economics and flexibility of operations in higher orbits Multi - mode propulsion: speed, efficiency & flexibility One Fuel, Multiple Uses More than 4000 kg for maximum maneuverability (1) One of the Largest Storable Fuel Capacities Maximizes revenue per platform Long Duration Designed for the future Refuelable and Modular 7 Quantum Space is Positioned to Become a Leader of the New Orbital Economy Up to 70% Reduction in Cost Beyond Low Earth Orbit Up to 10X+ launch cost savings 15yrs Extended Satellite Useful Life (1) More fuel available than today’s spacecraft and refuelable 10x More Velocity than Other Platforms Allows customers to go anywhere, anytime, efficiently (3) 17 Patents (2) Offers a robust IP moat Note: Ranger is the Company's design concept currently in development and has not been manufactured, operated or sold to date. (1) Based on the Company’s internal design standards and requirements. (2) Includes issued and pending patents and filed applications. (3) Based on Quantum Space’s internal studies and estimates.
C O N F I D E N T I A L 8 Maneuverability is Imperative for National Security (1) Threats U.S. Vulnerability Orbital Asset Threats Adversaries operate high - delta - V spacecraft, conducting rendezvous and proximity operations (“RPO”) near U.S. and allied assets across multiple orbital regimes Cislunar High Ground Cislunar orbits offer concealed staging for adversary satellites positioned to threaten U.S. assets in GEO (2) and beyond Cislunar Space Awareness Cislunar vantage could enable Chinese surveillance, threat assessment and coordination of offensive space operations Persistent PNT (2) Denial Russia is jamming and spoofing GPS signals across the Baltic, Black Sea and Eastern European theaters, degrading allied military and commercial navigation Quantum Space is Expected to Deliver the Maneuverability, Refueling and Orbital Reach the U.S. Lacks U.S. assets burn limited propellant to evade or reposition, shortening mission life and degrading operational readiness Limited U.S. detection and tracking in cislunar regimes, leaving GEO and HEO (2) assets exposed to surprise approach U.S. lacks persistent space - to - space detection and tracking needed to anticipate adversary action Resilient, maneuverable PNT alternatives are required to sustain joint force operations under denial High - delta - V Maneuverability On - Orbit Refueling Flexible Operations Across Orbits (1) Source: U.S. Space Command, DIA 'Challenges to Security in Space' reports, CSIS Space Threat Assessment. (2) GEO - Geostationary Earth Orbit; HEO - Highly Elliptical Orbit; PNT - Positioning, Navigation, and Timing.
C O N F I D E N T I A L 9 Access to Higher Orbits Is Critical in Securing the High Ground in Space MEO (1) Key for GPS, national security, emerging commercial business LEO Easy access / congested / contested / fragile Cislunar / Moon Strategic high ground, the first space city, waypoint to other orbits Anti - Satellite Weapons (ASAT) 10,000+ Assets in LEO Threatened by (2) : Cyber & Electronic Warfare High - Altitude Nuclear / Electromagnetic Pulse (EMP) Events GEO Critical for commercial communication, imaging, national security (1) MEO - Medium Earth Orbit. (2) Source: ESA/NASA orbital debris and active - satellite counts; Jonathan McDowell catalog.
C O N F I D E N T I A L Ranger Platform: Designed for Dynamic Space Operations Space Superiority & Space Control One of the largest fuel capacities on the market, with multi - mode flexibility and long life Space Situational Awareness / Remote Sensing Persistent surveillance combined with high maneuverability Communication & Data Services One of the lowest mission cost options for commercial and government services (1) Satellite Life Extension of High - Value GEO Assets Large platform plus long on - orbit life to service all sizes of GEO assets Refueling of Other Satellites Large fuel load and refueling - ready by design Orbital Transportation Disruptive access to critical orbits at up to a factor of 10 reduction in launch costs 10 Theory of Competitive Endurance: • Avoiding Operational Surprise • Denying 1st Mover Advantage • Counterspace Campaigning (1) Based on management’s estimates.
C O N F I D E N T I A L 11 (1) Based on management estimates derived from publicly available pricing for comparable launch vehicles and satellite platforms and internal analysis. Note: 4000 kg spacecraft mass to GEO, in all cases. (2) Reflects expected payment of $5 million from a rideshare partner for access to orbit, thereby reducing the cost to Quantum Space. $30M $30M SPACECRAFT $10M (2) 10x - 12x reduction $125M ACCESS TO ORBIT $40M 65% - 70% reduction $155M TOTAL TRADITIONAL DIRECT TO GEO MISSION ( 1 ) Revolutionizing Orbital Infrastructure Economics Reducing the economics to reach valuable orbits by up to 70%
C O N F I D E N T I A L How Quantum Stands Apart 12 Unmatched in maneuverability and on - orbit endurance Source: Based on management's estimates and peer companies' publications, trade press coverage and regulatory filings. H I G H L O W L I F E T I M E L O W M A N E U V E R A B I L I T Y ( D E L T A V E L O C I T Y ) Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Comp 6 Comp 7 Comp 8 Comp 9 Comp 10 Comp 11 Comp 12 An industry - leader in maneuverability with a 15 - year lifetime H I G H
C O N F I D E N T I A L 13 Disrupting the $100B Orbital Infrastructure Market $100B/yr TAM $8B/yr SAM $1B/yr SOM Existing programs within 3 - 5 year execution window. ~10% share of the SAM Serviceable missions that fit Ranger platforms The global market for designing, launching and operating maneuverable spacecraft across all orbits Sources: SIA SSIR 2025 ($415B global, $20B mfg., $9.3B launch), Research and Markets OTV 2026 ($3.4B), Markets and Markets OOS ($5.1B), USSF CSCO FY26. 2031 Market The space economy is moving beyond LEO THE EVOLUTION OF SPACE DEMAND Maneuverability & Flexibility at Higher Orbits at the Right Cost Point WAVE 3 WAVE 1 Launch - Enabled Satcom & Earth Observation WAVE 2 Proliferation of LEO Constellations Quantum Space is Positioned to Lead the Next Wave of Space Demand Large Defined Defense Opportunity Today, Massive Platform Opportunity in the Future
C O N F I D E N T I A L Catalysts Positioning Quantum Space for Success DoW contract won to demonstrate refueling Defense demand is surging as commercial scales globally Strong Tailwinds Driven by Defense Market Catalysts Massive Surge In National Security Space Missile Defense Program Imminent Awards & Commercial Access Multiple $1B+ Programs Awarding in 2026 / 2027 • Deliver propellant to extend missions & enable more maneuvers • Sell fuel to satellites in orbit Significant Market Traction Today On - Orbit Refueling Satellite Servicing Life Extension • Keep aging satellites earning; defer costly replacements • Station - keeping and precise repositioning 14 3 - 5x Increase $175B Total Initial Size Space Force is poised for a significant funding boost in its 2027 budget
C O N F I D E N T I A L 15 (1) Breaking Defense, "FY27 budget 'to reflect' Space Force need for rapid capabilities growth: Saltzman," April 1, 2026; Moomoo, “$1.5 trillion USD! The Pentagon disclosed the largest military budget request in history,” April 21, 2026; Breaking Defense, "Space Force programs supporting Golden Dome see big FY27 budget boost," April 10, 2026. (2) FY 2021 – FY 2026 figures represented in Aerospace Corporation, Center for Space Policy and Strategy, "FY 2026 Defense Space Budget: Emergence of Golden Dome" (Aug. 2025); FY 2027 figure represented in Space Force Association, "Presidential Budget Request Sets Stage for Significant Space Force Growth" (April 2026). Increased Investment in Space Defense: National Priority ~$15B ~$18B ~$26B ~$30B ~$29B ~$40B ~$71B FY2021 FY2022 FY2023 FY2025 FY2026 FY2024 Space Force Budget FY2027 (2) (1) (1) (1)
C O N F I D E N T I A L Long - Term Model Aimed to Establish a Critical Role in Higher Orbits Quantum Space anticipated timeline to platform sales and services DATA & PLATFORM SERVICES BY 2030 PRODUCT SALES BY 2028 Communication & Data Services Satellite Life Extension Refueling PHASE 1 PHASE 2 16 C O N F I D E N T I A L
C O N F I D E N T I A L Ranger Production Platform Development Roadmap to Scalable, Flight - Proven Propulsion 17 C O N F I D E N T I A L 2026 2027 2028 2029 M A R K E T P R O D U C T S C O R E I P Mission Ready ᶡ Late 2028 Integrated into Production Platform 2030 First Flight ᶡ Jun 2027 Ranger Pathfinder Development Multi - Mode Propulsion Development Refueler Development Rendezvous and Proximity Operations Capabilities
C O N F I D E N T I A L Significant Market Traction Across the Space Economy CISLUNAR CUSTOMER: United States Space Force C O N T R A C T V A L U E : $16M (1) E N A B L E S : Payload hosting data services GEO FUEL DEPOT CUSTOMER: Department of War P R O P O S A L V A L U E : $36M (2) E N A B L E S : Competitive Endurance CISLUNAR CUSTOMER: DARPA P R O P O S A L V A L U E : $30M (2) E N A B L E S : Space Superiority MULTI - MODE PROPULSION CUSTOMER: Air Force Research Lab C O N T R A C T V A L U E : $4M E N A B L E S : Long life mission & mission flexibility 18 (1) Assumes government exercise of options. (2) Reflects the value of a proposal made by the Company. No binding agreement relating to the proposed amount has been executed. There is no assurance that the Company will enter into a binding agreement for such amount or at all.
C O N F I D E N T I A L Recent Andromeda Contract Award Acts as a Defining Milestone 19 Non - dilutive funding validating Ranger’s core capabilities Space Force’s Flagship Program (1) • Field a proliferated constellation of highly maneuverable, refuellable spacecraft in geosynchronous orbit • Purpose - built to inspect, photograph and maintain persistent custody of objects operating in GEO Ranger Core Capabilities Involved in Andromeda GEO Inspection Space Domain Awareness Autonomous RPO On - Orbit Refueling Defining Milestone that Moves Ranger from a Development Platform to Operational Deployment High - delta - V GEO maneuvering across the full GEO belt Autonomous rendezvous and proximity operations under operational conditions On - Orbit refueling integration in an operational context Continued maturation of Quantum Space’s high mass fraction conformal tank architecture $6.2B+ IDIQ Ceiling Value (2) (1) Source: Air & Space Forces Magazine / GovConWire reporting on Andromeda. (2) $6.2 billion reflects the maximum shared contract value across 14 awardees. Funding will be allocated among competitive bidders, and the Company has not been allocated any funding under this contract as of this date.
C O N F I D E N T I A L Robust Pipeline of Additional Opportunities to Fuel Future Growth 20 Note: Reflects unweighted pipeline value; based on management estimates and publicly available information sources. / Remote Sensing Space Superiority & Space Control Satellite Life Extension of High - Value GEO Assets Communication & Data Services Orbital Transportation Refueling of Other Satellites Theory of Competitive Endurance: Pipeline Value: $1.3B Pipeline Value: $0.7B Pipeline Value: $1.3B Space Situational Awareness Pipeline Value: $1.0B Pipeline Value: $0.5B Pipeline Value: $0.4B Total Pipeline Value: ~$5.2B Government Refueling Vehicle (~$100M) Golden Dome Spacecraft (~$200M) Maneuverable Space Domain Awareness (~$300M) Commercial Deployment Service (~$150M) Commercial Communication Services (~$350M) Commercial Space Domain Mission (~$150M) DoW Hosted Payload (~$100M) Commercial Payload Hosting (~$200M) Tug Service (~$200M) Government Refueling Services (~$300M) Commercial Life Extension Services (~$400M) Government Life Extension (~$100M) Select Pipeline Contracts: Quantum Space is Uniquely Positioned to Secure Future Contracts Given its Best - in - Class, Patented Capabilities
C O N F I D E N T I A L Scaling Revenue While Improving Margins (1) 21 (1) Revenue and margin projections reflect contracted backlog and a probability - weighted pipeline based on management estimates and are subject to risks including contract timing, pipeline conversion and broader market conditions. As a result, actual results may differ materially from these projections. $24M $61M FY2026E FY2027E 22% 23% Revenue Gross Margin 156%
C O N F I D E N T I A L Transaction Summary 22 Illustrative Ownership at Close Sources and Uses Sources ($M) Uses ($M) Quantum Rollover Equity $600.0 SPAC Trust (1) 253.0 Equity to Quantum $600.0 Cash to Balance Sheet (6) 533.0 20.0 Est. Transaction Expenses 300.0 PIPE (5) $1,153.0 Total Uses $1,153.0 Total Sources IPFX Shareholders Quantum Shareholders PIPE Shareholders Inflection Point Transaction Highlights » Quantum Space is valued at $600M pre - money equity value » Combined company has secured $300M in committed capital, anchored by IPAM and several new institutional investors » Existing shareholders will roll 100% of interest and will retain at least ~50% of ownership at close (1) (1) Assumes 0% redemptions. Total cash in trust as of 03/31/26. Trust value per share is the assumed value at merger and does not account for additional expected accrued interest on cash in trust, which would increase the trust value per share at closing. Business combination consideration to be calculated based on redemption price of public shares in connection with closing. (2) Includes shares underlying public rights issued in connection with Inflection Point IPO. (3) Based on initial $12.00 PIPE conversion price. Includes impact of OID on $60M prefunded component. Does not include the impact of warrants issued in connection with the PIPE. (4) Includes private placement shares and shares underlying private placement rights. (5) Total PIPE includes $60M of cash funded at announcement and $240M of cash funded at close. (6) Assumes no cash burn from announcement to close. $533M pro forma cash to balance sheet assumes: $300M PIPE from new and existing investors, up to $253M in cash held in SPAC trust, and $20M of transaction expenses. Shareholder ($M except per share values) Pro Forma Shares (M) Ownership (%) 100.0% 119.6 Total Pro Forma Shares Outstanding $10.00 Trust Value Per Share (1) $1,196.2 Pro Forma Equity Value ($533.0) ( - ) Pro Forma Cash on Balance Sheet $663.2 Pro Forma Enterprise Value 50.2% 60.0 Quantum Space Rollover (1) 21.2% 25.3 Inflection Point Public Shareholders (1)(2) 21.6% 25.9 PIPE Investors (3) 7.0% 8.4 Inflection Point Sponsor (4) 21.2% 50.2% 7.0% 21.6%
C O N F I D E N T I A L Risk Factors 23 Risks Related to Quantum Space’s Business and Industry • Quantum Space is an early - stage company with a history of losses. • Quantum Space has not been profitable historically and may not achieve or maintain profitability in the future. • Quantum Space will require additional capital in order to reach production at scale and profitability, which could be dilutive to investors or result in increased indebtedness. Additional capital may not be available to the Company on desirable terms or at all. If the company fails to obtain additional capital, it may not be able to sustain operations. • Quantum Space’s limited operating history makes it difficult to evaluate its current business and future prospects. • Quantum Space has not yet manufactured or delivered a fully operational Ranger satellite to customers, and the Ranger platform may not be successfully developed or operate as intended. • Quantum Space faces significant competition from existing and new companies, including larger companies with greater access to capital and resources. • Quantum Space may fail to recruit, train and retain the highly skilled engineers, scientists and operators necessary to remain competitive and execute Quantum Space’s growth strategy. • The market for highly maneuverable spacecraft platforms and on - orbit services may not achieve the growth potential that Quantum Space expects, which could adversely affect its revenue and prospects. • Quantum Space may be unsuccessful at evaluating or pursuing strategic opportunities, which could adversely affect its revenue, financial condition and results of operations. • Certain of Quantum Space’s customer contracts may be terminated by the customer at any time for convenience, with or without cause, with notice periods of varying lengths. If one or more customers terminate their contracts with Quantum Space, its revenue and results of operations could be adversely affected. • Unsatisfactory safety performance of Quantum Space’s spacecraft systems or security incidents at its facilities could result in significant harm to its business and reputation. • Delayed launches, launch failures, failure of the Ranger platform to reach its planned orbital location, significant increases in launch costs, or insufficient capacity from launch providers could materially harm Quantum Space’s business. • Quantum Space’s customer concentration exposes it to significant risk, as the loss of one or more key customers could have a material adverse effect on revenue and results of operations. • Quantum Space is subject to risks associated with commercial spaceflight, including the possibility of accidents on launch or during on - orbit operations, which could result in significant liability and reputational harm. • Risks associated with the handling, production and disposition of potentially explosive and ignitable energetic materials and propellants used in Quantum Space’s operations, and its reliance on a limited number of suppliers for certain space - grade materials and components, could adversely affect its business. • Quantum Space may fail to comply with laws and regulations applicable to its business, and any changes in funding levels of governmental entities with which Quantum Space does business could have a material adverse effect on its operations. • Quantum Space’s dependence on U.S. government contracts exposes it to risks relating to the government's budget deficit, the national debt, and any failure to complete the annual appropriations process, any of which could result in delays or reductions in Quantum Space’s contracts. • Quantum Space may fail to comply with U.S. export and import control laws and regulations and U.S. economic sanctions and trade control laws and regulations, which could result in significant penalties and harm to its business. • Quantum Space may fail to protect the confidentiality of its trade secrets and know how. • Quantum Space may be subject to claims that it infringes third - party intellectual property rights, which could result in significant costs and materially adversely affect its business and results of operations. • Quantum Space may be subject to cyber incidents that could disrupt its operations and adversely affect its business. • Adverse economic conditions, including economic slowdowns or reductions in government spending, may adversely affect Quantum Space’s business. • Uncertain global macro - economic and political conditions could materially adversely affect Quantum Space’s results of operations and financial condition.
C O N F I D E N T I A L Risk Factors (Continued) 24 Risks Related to the Proposed Business Combination • Past performance by Inflection Point Asset Management, the SPAC's management team, its and their advisors, and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in Quantum Space. • The consummation of the Business Combination is expected to be subject to a number of conditions and, if those conditions are not satisfied or waived, any definitive agreement relating to the Business Combination may be terminated in accordance with its terms and the Business Combination may not be completed. • The ability of the SPAC’s shareholders to exercise redemption rights with respect to a large number of outstanding Class A ordinary shares may prevent the SPAC from completing the Business Combination or optimizing its capital structure. • The benefits of the Business Combination may not be realized to the extent currently anticipated by Quantum Space and the SPAC, or at all. The ability to recognize any such benefits may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain and expand relationships with customers and suppliers and retain its management and key employees. • Quantum Space and the SPAC will incur significant transaction and transition costs in connection with the Business Combination, which could be higher than currently anticipated. • Some of the SPAC’s executive officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Quantum Space is an appropriate target for the SPAC’s initial business combination . Such persons may receive a positive return on their investment in the SPAC's founder shares and in preferred equity and related securities of the combined company, even if the SPAC's public shareholders experience a negative return on their investment . • There are risks to unaffiliated investors by taking Quantum Space public through a business combination rather than through an underwritten offering. Inflection Point Asset Management and the SPAC cannot assure you that their diligence review has identified all material risks associated with the Business Combination. • An active trading market for the combined company’s securities may not develop, which may limit your ability to sell such securities. • The net cash available to the combined company from the SPAC's trust account with respect to each public share that is not redeemed will be materially less than the price per share implied in the Business Combination. • After the closing of the Business Combination, sales of a substantial number of shares of the combined company’s stock in the public market by existing shareholders could cause the stock price to decline. • After the closing of the Business Combination, a significant number of shares of the combined company’s stock will be subject to issuance upon exercise of outstanding warrants, which may result in dilution to the combined company’s shareholders. • There can be no assurance that the combined company will be able to meet the initial listing standards of Nasdaq, or following the closing of the Proposed Transaction, the continued listing standards of Nasdaq.
PROPRIETARY & CONFIDENTIAL - 2026 Thank you
EX-99.3 — CERTAIN PROJECTED FINANCIAL INFORMATION, DATED JUNE 2026
EX-99.3
Filename: ea029389101ex99-3.htm · Sequence: 4
Exhibit 99.3
Projected Financial Information
In connection with Inflection Point Acquisition
Corp. VI’s (“Inflection Point”) consideration of the potential business combination (the “Business Combination”)
and certain investors’ assessment of a potential investment in Quantum Space, LLC (“Quantum Space”), Quantum
Space provided its internally-derived forecasts for its operations to Inflection Point and such investors for use as a component of their
overall evaluation of Quantum Space. Those forecasts included certain performance metrics for 2026 and 2027 (the “Projections”).
The Projections are disclosed herein solely to
make publicly available certain information made available to certain investors in their assessment of a potential investment in Quantum
Space or the combined company. The Projections should not be viewed as public guidance. Furthermore, the Projections do not take into
account any circumstances or events occurring after the date on which the Projections were prepared, which was May 2026.
The Projections were prepared in good faith by
Quantum Space’s management team and are based on Quantum Space management’s belief that the estimates and assumptions with
respect to the expected future financial performance of Quantum Space were reasonable at the time the Projections were prepared and such
Projections speak only as of that time. The Projections do not take into account the costs of consummating the Business Combination and
other effects on Inflection Point, which will become the parent of Quantum Space in the Business Combination. The Projections do not include
the expenses that have been or may be incurred by Quantum Space or Inflection Point in preparation for or in connection with the Business
Combination, or the effect on Quantum Space of any business or strategic decision or action that will or may be taken by the combined
company as a result of the Business Combination having been closed.
The Projections reflect numerous estimates and
assumptions including with respect to industry performance, general business, economic, regulatory, market and financial conditions and
other future events, as well as matters specific to Quantum Space’s business, all of which are difficult to predict and many of
which are beyond Quantum Space’s and Inflection Point’s control and are subject to significant economic, competitive, and
other uncertainties. As a result, there can be no assurance that the Projections will be realized or that actual results will not be significantly
higher or lower than the Projections. There undoubtedly will be differences between actual and projected results, and the differences
may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results
is further increased by the length of time over which these assumptions apply. Since the Projections cover multiple years, such information
by its nature becomes less predictive with each successive year. These Projections are subjective in many respects and thus are susceptible
to multiple interpretations and are subject to periodic changes based on actual experience, events and business developments, and changes
in Quantum Space’s capital requirements and net working capital needs.
The disclosure of these financial projections
should not be regarded as an indication that Quantum Space’s or Inflection Point’s boards of directors, or their respective
affiliates, advisors or other representatives considered, or now consider, such financial projections necessarily to be predictive of
actual future results or to support or fail to support any decision with respect to the Business Combination. Multiple unknown factors,
as well as the known factors described herein could cause the forecasts or the underlying assumptions to be inaccurate. As a result, the
Projections may not be realized, and actual results may significantly differ from the Projections. The Projections are forward-looking
statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond Quantum Space’s
and Inflection Point’s control. See the sections entitled “Risk Factors” and “Disclaimer — Forward
Looking Statements” of the investor presentation (the “Investor Presentation”) filed as a separate exhibit to the
Current Report on Form 8-K to which this document is attached.
In arriving at the Projections, the material assumptions considered,
included, but were not limited to, the following:
● revenue forecasts are based on assumptions regarding the
timing, value, conversion, and execution of anticipated customer contracts, strategic partnerships, government and commercial awards,
and the Company’s ability to expand existing customer relationships and secure new business opportunities;
● revenue growth and operating performance assumptions reflect
the successful achievement of key product development, engineering, deployment, and operational milestones, as well as anticipated market
adoption of the Company’s products and services;
● anticipated improvements in margins are based on the Company’s
ability to achieve scale efficiencies, improve operational performance, optimize manufacturing, and supply chain activities, and leverage
investments in infrastructure, technology and personnel;
● operating expense and working capital projections incorporate
assumptions regarding planned hiring, employee retention, facility expansion, research and development activities, capital expenditure
requirements, and other investments necessary to support anticipated growth;
● the Projections assume the availability of sufficient capital
resources, including proceeds from the Business Combination, to execute the Company’s business plan and growth initiatives; and
● the Projections further reflect assumptions regarding general
economic conditions, regulatory developments, competitive market dynamics, customer demand, supply chain availability, and other factors
affecting the Company’s industry and operations.
In arriving at the Projections, the material assumptions
considered, included, but were not limited to, Quantum Space’s future results, aerospace industry activity, and general economic
and regulatory conditions. The assumptions and estimates underlying the Projections, including the material assumptions set forth above,
are inherently uncertain and are subject to contingencies and a wide variety of significant business, economic and competitive risks,
some of which are outlined in the Investor Presentation. Investors should carefully consider those risks and other factors they think
are relevant, and should conduct their own independent investigation of the Projections.
The Projections were not prepared with a view
toward public disclosure or toward complying with generally accepted accounting principles (“GAAP”), the published
guidelines of the U.S. Securities and Exchange Commission (the “SEC”) regarding projections or the guidelines established
by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections
were prepared by Quantum Space’s management in connection with the Business Combination and not for the purpose of providing such
Projections publicly or at any other time. Neither the independent registered public accounting firms of Quantum Space nor of Inflection
Point nor any other registered public accounting firms, have compiled, examined or performed any procedures with respect to the Projections
contained herein, nor have they expressed any opinion or any other form of assurance on such information or their accuracy or achievability,
and the independent registered public accounting firms of Quantum Space and Inflection Point assume no responsibility for, and disclaim
any association with, the Projections.
No person has made or makes any representation
or warranty to any person regarding the information included in these Projections. The Projections are presented for illustrative purposes,
are not fact and are not necessarily indicative of future results, and readers are cautioned not to place undue, or any, reliance on this
information.
In connection with the Business Combination, Quantum
Space and Inflection Point intend to file a registration statement on Form S-4 with the SEC which will include a proxy statement/prospectus
of Quantum Space and Inflection Point (the “Proxy Statement/Prospectus”). Inflection Point and Quantum Space urge you
to review the financial statements of Quantum Space which will be included in the Proxy Statement/Prospectus, as well as the financial
information in the section of the Proxy Statement/Prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information”
and to not rely on any single financial measure or Projections taken as a whole. The Projections are being provided for information purposes
only, have not been affirmed by Quantum Space’s management or Quantum Space’s board of directors and are not and should not
be viewed as public guidance regarding the future performance of Quantum Space or the combined company following the consummation of the
Business Combination.
2
Quantum Space uses certain financial measures
in the Projections that are not prepared in accordance with GAAP as supplemental measures to evaluate operational performance. While Quantum
Space believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use
of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Quantum
Space’s competitors and may not be directly comparable to similarly titled measures of Quantum Space’s competitors. Non-GAAP
financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with
GAAP. Financial measures included in the Projections provided to a board of directors or financial advisor in connection with a business
combination transaction are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC, and
therefore the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require
a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, no reconciliations of the financial measures
included in the Projections were prepared.
Below is a summary of the Projections.
(USD 000’s)
2026E
2027E
Consolidated Revenue
$ 23,646
$ 60,633
% Growth
63 %
156 %
Gross Profit
$ 5,101
$ 14,043
% Gross Margin
22 %
23 %
S&M
$ 1,649
$ 2,861
R&D
$ 14,976
$ 15,866
G&A
$ 14,340
$ 28,002
Other
$ 15,000
$ -
Operating Expense
$ 45,965
$ 46,728
OpEx as % of Sales
194 %
77 %
R&D as % of Sales
63 %
26 %
EBITDA
$ (40,864 )
$ (32,685 )
Total Cash Burn
$ (69,411 )
$ (97,599 )
3
EX-99.4 — PRE-FUNDED INVESTMENT TERM SHEET, DATED JUNE 2026
EX-99.4
Filename: ea029389101ex99-4.htm · Sequence: 5
Exhibit 99.4
TERM SHEET
SERIES B CONVERTIBLE PREFERRED UNITS
This Term Sheet (“Term Sheet”)
summarizes the principal terms of the Series B Convertible Preferred Unit financing (the “Pre-Funded PIPE”)
of Quantum Space, LLC, a Delaware limited liability company (the “Issuer”), to be consummated prior to the proposed business
combination (the “Business Combination”) between Inflection Point Acquisition Corp. VI (“IPFX”)
and the Issuer, pursuant to a business combination agreement (the “Business Combination Agreement”). No legally
binding obligations will be created until formal definitive agreements are executed and delivered by all parties. This Term Sheet is
not a commitment to invest. The Series B Convertible Preferred Units will be issued pursuant to the Seventh Amended and Restated Limited
Liability Company Agreement of the Issuer (the “LLC Agreement”) and securities purchase agreements (each, an
“SPA”) to be entered into between the Issuer and each investor (each, an “Investor”).
Security:
Series B Convertible Preferred Units of the Issuer (the “Series B Units”) and warrants to purchase Common Units (the “Common Units”) of the Issuer (the “Warrants,” and together with the Series B Units, the “Securities”).
Pre-money Valuation:
$600 Million
Investment
Size:
$50 million at a 15% original issue discount
Closing:
Closing of the Pre-Funded PIPE (the “Closing”) will occur prior to, and
as a condition and inducement to, the signing of the Business Combination.
Ranking:
The Series B Units will, with respect to distributions, liquidation preference and conversion rights, rank senior to all existing classes
of units of the Issuer.
Dividends:
Dividends shall accrue on the Series B preference amount of each Series B Unit at a rate per annum
of (i) 10% payable in cash (a “Cash Dividend”) or (ii) 12% payable in kind by increasing the Series B preference
amount, compounded semi-annually on each June 1 and December 1. Prior to the earlier of (a) termination of the Business Combination
Agreement or (b) the consummation of the Business Combination, dividends shall be paid solely as PIK dividends. Thereafter, the form
of dividend payment shall be at the election of the Issuer. Dividends accrue whether or not declared and whether or not there are
funds legally available for the payment of dividends.
Liquidation Preference:
In the event of a liquidation, dissolution or winding up of the Issuer, or a Deemed Liquidation Event (as defined below), the assets of
the Issuer shall be distributed in the following order of priority: (i) first, to holders of Series B Units, pro rata based on the applicable
Series B preference amount, until each holder has received an amount per unit equal to the Series B preference amount (being the original
issue price plus all accrued PIK dividends and unpaid Cash Dividends); (ii) second, to holders of Series A Units and Series A-1 Units,
pro rata and on a pari passu basis, until each holder has received the applicable original issue price per unit; (iii) third, to holders
of Junior Preferred Units, pro rata, until each holder has received the Junior Preferred preference amount; and (iv) fourth, to holders
of Common Units and vested Incentive Units, pro rata on a per-unit basis. If the amount distributable to holders of any class of Preferred
Units pursuant to the foregoing waterfall is less than the amount such holders would receive on an as-converted-to-Common-Units basis,
such holders shall instead receive the as-converted amount.
Voting:
The Series B Units shall vote together with all other units of the Issuer as a single class and on an as-converted-to-Common-Units basis,
except (i) as provided by law and (ii) as provided under “Protective Provisions” below. Each holder of Series B Units shall
be entitled to cast the number of votes equal to the number of Common Units issuable upon conversion of each Series B Units held by such
holder.
Protective Provisions
As long as at least 20% of the Series B Units issued as of the original issue date remain outstanding, the Issuer shall not, without the affirmative vote or written consent of the holders of a majority of the outstanding Series B Units (which majority must include Inflection Point Acquisition Corp. VI or its designated affiliate to the extent it holds any Series B Units at the relevant time) (the “Requisite Series B Holders”), take any of the following actions:
●
liquidate, dissolve or wind up the business and affairs of the Issuer, or effect any merger or consolidation or any other Deemed Liquidation Event;
●
amend, alter or repeal any provision of the LLC Agreement or the Certificate of Formation of the Issuer in a manner that adversely affects the powers, preferences or rights of the Series B Units or the Common Units;
●
create, authorize, issue or obligate itself to issue any additional class or series of equity securities of the Issuer (including capital and profits interests) unless the same ranks junior to the Series B Units with respect to its rights, preferences and privileges, or increase the authorized number of any class or series of equity securities of the Issuer unless the same ranks junior to the Series B Units; or reclassify, alter or amend any existing equity security of the Issuer if doing so would result in the Issuer having authorized or issued equity securities not classified as Common Units, Preferred Units or Incentive Units;
●
purchase or redeem, or pay or declare any dividend or make any distribution on, any equity securities of the Issuer, other than (i) redemptions of or dividends or distributions on Preferred Units as expressly authorized in the LLC Agreement, (ii) dividends or distributions payable on Common Units solely in the form of additional Common Units, and (iii) repurchases of units from former employees, officers, directors or consultants in connection with the cessation of their service at a price equal to the original purchase price;
●
enter into, or materially vary, any agreement or transaction with any related party; provided that no approval shall be required for the issuance of equity awards to service providers under any incentive plan, equity plan or equity-based compensation arrangement established by the Issuer, regardless of whether such persons are otherwise related parties; or
●
create or incur any indebtedness for borrowed money (including obligations under guarantees) or create any lien or security interest (other than purchase money liens or statutory liens arising in the ordinary course of business), if the aggregate indebtedness of the Issuer and its subsidiaries for borrowed money following such action would exceed $500,000.
Optional Conversion:
Each Series B Unit shall be convertible at the option of the holder without payment of additional consideration, into a number of Common Units equal to the then-current Series B preference amount divided by the applicable conversion price of $12.00 per Common Unit (the “Conversion Price”), subject to adjustment for unit splits, combinations, distributions and certain full-ratchet anti-dilution adjustments (i.e., the Conversion Price shall be reduced to the price per unit at which the Issuer subsequently issues Common Units or Common Unit equivalents in a capital-raising transaction, if such price is below the then-current Conversion Price), subject to certain customary exceptions.
Put Rights:
Unless prohibited by applicable law governing distributions to members, the Series B Units shall be redeemable at the option of the Requisite
Series B Holders (or, at the option of the Issuer, all of the Series B Units) at any time on or after the later of (i) the first anniversary
of the original issue date of the Series B Units and (ii) the date of termination of the Business Combination Agreement in accordance
with its terms, at a redemption price per unit equal to 100% of the then-current Series B preference amount. The redemption shall be effected
within 20 days of delivery of a written redemption notice. In the event any portion of the redemption price is not paid within 5 business
days following the applicable redemption date, interest shall accrue on such unpaid amount at a rate equal to the lesser of (i) 24% per
annum and (ii) the maximum rate permitted under applicable law.
2
Redemption upon Deemed Liquidation Event:
A “Deemed Liquidation Event” means: (i) a merger or consolidation
in which (a) the Issuer is a constituent party or (b) a subsidiary of the Issuer is a constituent party and the Issuer issues equity
interests pursuant to such merger or consolidation, except any such merger or consolidation in which the voting equity interests
of the Issuer outstanding immediately prior thereto continue to represent, or are converted into or exchanged for equity interests
that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the equity interests
of (1) the surviving or resulting entity or (2) if the surviving or resulting entity is a wholly owned subsidiary of another entity
immediately following such merger or consolidation, the parent entity of such surviving or resulting entity; or (ii) (a) the sale,
lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Issuer
or any subsidiary of all or substantially all of the assets of the Issuer and its subsidiaries taken as a whole, or (b) the sale
or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Issuer if substantially all of
the assets of the Issuer and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale
or disposition is to a wholly owned subsidiary of the Issuer. The Requisite Series B Holders may elect to not treat any of the foregoing
events as a Deemed Liquidation Event. The Requisite Series B Holders may elect to not treat any of the foregoing events as a Deemed
Liquidation Event.
Registration:
The Common Units underlying the Series B Units and the Common Units issuable upon exercise of the Warrants (the “Warrant Units”) will constitute “Registrable Securities” pursuant to the Investors’ Rights Agreement of the Issuer, as amended and restated.
Covenants:
The definitive agreements will include other standard negative and affirmative covenants for this type of financing.
Warrant Coverage:
Each Investor shall receive Warrants to purchase a number of Common Units equal to the total number of Common Units into which such Investor’s Series B Units are initially convertible. The Warrants shall have an initial exercise price of $12.00 per Common Unit, subject to adjustment for unit splits, unit combinations, unit distributions and similar recapitalization events, and full-ratchet anti-dilution adjustments on the same terms as the Series B Units (applicable only following termination of the Business Combination Agreement). The Warrants shall have a term of five (5) years, commencing upon the termination of the Business Combination Agreement (if the Business Combination Agreement is terminated) or, if the Business Combination is consummated and the holder elects to contribute the Warrant to the combined company (after the consummation of the Business Combination) (“PubCo”), the Warrant shall be exchanged for a warrant of PubCo. If the holder does not make such election, the Warrant shall remain outstanding and exercisable for five (5) years following the closing of the Business Combination.
Closing Conditions:
Standard conditions to Closing, including:
●
All representations and warranties of the Issuer and the Investor shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect, which representations and warranties shall be true and correct in all respects) as of such earlier date); and
●
no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby (including, without limitation, the domestication) illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby.
Amendments:
The LLC Agreement may be amended to modify the terms of the Series B Units only with the approval of the Issuer and the affirmative vote
or written consent of the Requisite Series B Holders. No consideration shall be offered or paid to any holder of Series B Units to amend
or consent to a waiver or modification of any provision of the LLC Agreement unless the same consideration is also offered to all holders
of Series B Units. Any amendment that would disproportionately, materially and adversely modify any rights of any individual Series B
holder (as compared to other Series B holders), or impose additional financial obligations or liabilities on any individual Series B holder,
shall require the prior written consent of such affected holder.
3
EX-99.5 — CLOSING INVESTMENT TERM SHEET, DATED JUNE 2026
EX-99.5
Filename: ea029389101ex99-5.htm · Sequence: 6
Exhibit 99.5
TERM SHEET
SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK
This Term Sheet summarizes the principal terms
of the Series A Preferred Stock financing of the combined company (the “Issuer”) in connection with the proposed
business combination (the “Business Combination”) between Inflection Point Acquisition Corp. VI (“IPFX”)
and Quantum Space LLC (the “Target”). No legally binding obligations will be created until formal definitive
agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest.
The Series A Preferred Stock will be issued pursuant to a certain certificate of designation of the Issuer governing the rights and preferences
of the Series A Preferred Stock (the “Certificate of Designation”).
Security:
12.0% Series A Cumulative Convertible Preferred Stock (the “Series A Preferred”), with a stated value of $12.00 per share (the “Stated Value”)
Pre-money Valuation:
$600 million
Investment
Size:
$250 million
Closing:
Substantially concurrent with the closing of the Business Combination (the “Closing”)
Ranking:
The Series A Preferred will, with respect to rights to receive dividends or to participate in distributions of assets or payments upon
liquidation, dissolution or winding up, rank senior to all of the common stock and any other class or series of capital stock currently
existing or hereafter authorized, classified or reclassified by the Issuer.
Dividends:
Cumulative dividends shall accrue on the Accrued Value (as defined
in the Certificate of Designation) of each share of Series A Preferred at a rate per annum of (i) 10.0% if paid in cash (a “Cash
Dividend”) or (ii) 12.0% if paid in kind by increasing the Accrued Value (a “PIK Dividend”),
at the election of the Issuer. Dividends shall be cumulative and shall accrue daily from and after the Closing and compound semi-annually
on each June 1 and December 1 (each, a “Semi-Annual Dividend Date”), whether or not earned or declared,
and whether or not there are earnings or profits, surplus or other funds or assets legally available for the payment of dividends.
No dividends shall be declared, paid or set aside on any junior securities (other than dividends on common stock payable in common
stock) unless the holders of Series A Preferred first or simultaneously receive a dividend at least equal to all accrued and unpaid
dividends on the Series A Preferred. For any other dividends or distributions on common stock (other than upon liquidation, dissolution
or winding up), the Series A Preferred shall participate with the common stock on an as-converted basis.
Liquidation Preference:
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Issuer, or a deemed liquidation event, holders of Series A Preferred shall be entitled to receive, prior to any payment to holders of junior securities, an amount per share equal to the greater of (i) 100% of the Accrued Value on each share of Series A Preferred or (ii) such amount per share as would have been payable had all shares of Series A Preferred been converted into common stock immediately prior to such event. Thereafter, the Series A Preferred shall participate with the common stock pro rata on an as-converted basis in the distribution of remaining assets.
Voting:
The Series A Preferred shall vote together with the common stock as a single class on all matters submitted to stockholders for a vote, except (i) as required by law and (ii) as provided in “Protective Provisions” below. Each holder of Series A Preferred, together with its Attribution Parties (as defined in the Certificate of Designation), shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred held by such holder, together with its Attribution Parties, are convertible as of the record date for determining stockholders entitled to vote on such matter, subject to the beneficial ownership limitation and subject to adjustment pursuant to the anti-dilution provisions of the Certificate of Designation.
Protective Provisions:
From and after the Closing, for so long as 20% or more of the shares of Series A Preferred issued as of the Closing remain outstanding, the Issuer shall not, without the affirmative vote or action by written consent of holders of a majority of the issued and outstanding shares of Series A Preferred, which majority must include Inflection Point Asset Management LLC or its affiliates (“Inflection Point”) if Inflection Point then holds any shares of Series A Preferred (the “Requisite Holders”), take any of the following actions:
●
liquidate, dissolve or wind-up the affairs of the Issuer;
●
amend, alter or repeal the Issuer’s certificate of incorporation or bylaws, the Certificate of Designation or any similar document of the Issuer in a manner that materially and adversely affects the powers, preferences or rights given to the Series A Preferred;
●
create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other security convertible into or exercisable for any equity security, unless such security ranks junior to the Series A Preferred with respect to its rights, preferences and privileges or increase the number of authorized shares of Series A Preferred;
●
purchase or redeem or pay any cash dividend on any capital stock of the Issuer ranking junior to the Series A Preferred prior to payment of such cash dividend on the preferred stock or purchase or redeem any capital stock of the Issuer ranking junior to the Series A Preferred, other than capital stock repurchased at cost from former employees and consultants in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of the Issuer;
●
enter
into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under the
Issuer’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award
agreements with respect to executive officers of the Issuer, in each case regardless of whether such person (or such person’s
affiliates) would be considered an affiliate of the Issuer; or
●
incur or guarantee any indebtedness other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the Series A Preferred shall not be considered indebtedness for purposes of this calculation.
Optional Conversion:
Each share of Series A Preferred shall be
convertible at any time at the option of the holder into that number of shares of common stock determined by dividing the then-Accrued
Value by the Conversion Price. The initial conversion price is $12.00 per share (“Conversion Price”), subject
to adjustments for stock dividends, splits, combinations and similar events, the VWAP reset, and full-ratchet anti-dilution adjustments.
Upon any issuance or sale (or deemed issuance or sale) of common stock at a price per share below the then-effective Conversion Price
(a “Dilutive Issuance”), the Conversion Price shall be reduced to the price per share at which such common
stock was issued or sold. Dilutive Issuance protections are subject to customary exceptions for exempt issuances, including issuances
pursuant to equity incentive plans, upon exercise or conversion of securities outstanding at Closing, and in connection with mergers,
acquisitions or strategic transactions (subject to certain conditions as set forth in the Certificate of Designation).
If on the twenty-first trading day following the
date that is six months after the closing date, the VWAP (the “Measurement Price”) is less than the Conversion
Price then in effect, then the Conversion Price then in effect shall be reduced to an amount equal to the greater of (i) the Measurement
Price and (ii) $7.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring
after the date of the purchase agreement) (the “Floor Price”).
2
Put Rights:
Unless prohibited by applicable law governing distributions to stockholders, shares of Series A Preferred shall be redeemable at the option of any holder commencing at any time after the fifth (5th) anniversary of the Closing at a price per share equal to 100% of the Accrued Value (the “Redemption Price”). The Issuer shall provide a redemption notice to the redeeming holder not less than 15 days prior to the redemption date. In the event that any portion of the Redemption Price has not been paid within five (5) Business Days following the redemption date, interest on such unpaid portion shall accrue thereon until such amount is paid in full at a rate equal to the lesser of (i) 24.0% per annum and (ii) the maximum rate permitted under applicable law.
Call Rights:
Unless prohibited by applicable law governing distributions to stockholders, all or a portion of the Series A Preferred shall be redeemable at the option of the Issuer, subject to the conditions that the conversion shares are then (x) freely tradable (either pursuant to Rule 144 or an effective resale registration statement), (y) listed or quoted on a trading market, and (z) the holders are not in possession of material non-public information received from the Issuer, at the following redemption prices:
(A)
on or after the third (3rd) anniversary of the Closing but prior to the fourth (4th) anniversary, at a price equal to the greater of (i) 120% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Series A Preferred been converted into common stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable, at the option of the Issuer, in cash or shares of common stock or a combination thereof, with the value of such shares of common stock being the closing price of such shares on the applicable date of redemption);
(B)
on or after the fourth (4th) anniversary of the Closing but prior to the fifth (5th) anniversary, at a price equal to the greater of (i) 110% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Series A Preferred been converted into common stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable, at the option of the Issuer, in cash or shares of common stock or a combination thereof, with the value of such shares of common stock being the closing price of such shares on the applicable date of redemption); and
(C)
on or after the fifth (5th) anniversary of the Closing, at a price equal to the greater of (i) 100% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Series A Preferred been converted into common stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable, at the option of the Issuer, in cash or shares of common stock or a combination thereof, with the value of such shares of common stock being the closing price of such shares on the applicable date of redemption).
The Issuer shall provide written notice to each holder not less than 15 days prior to the date of redemption. Each holder shall remain entitled to convert all or a portion of its Series A Preferred at any time during the 15-day notice period through the applicable date of redemption.
3
Redemption upon Deemed Liquidation Event:
(i) A merger or consolidation in which the
Issuer or a subsidiary of the Issuer is a constituent party and the Issuer issues shares of its capital stock pursuant to such merger
or consolidation, or (ii) (a) a sale, in a single transaction or series of related transactions, by the Issuer or any subsidiary of all
or substantially all the assets of the Issuer and its subsidiaries taken as a whole, or (b) a sale or disposition (whether by merger,
consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the
Issuer if substantially all of the assets of the Issuer and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries,
except where such sale is to a wholly owned subsidiary of the Issuer, will be treated as a liquidation event (a “Deemed Liquidation
Event”), thereby triggering payment of the liquidation preferences described above. If the Issuer does not effect a dissolution
within 90 days after a Deemed Liquidation Event, the Requisite Holders may require the Issuer to redeem all outstanding shares of Series
A Preferred for their liquidation preference amount from Available Proceeds (as defined in the Certificate of Designation).
A Deemed Liquidation Event shall not include any
merger or consolidation involving the Issuer or a subsidiary in which the shares of capital stock of the Issuer outstanding immediately
prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent,
immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or
resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately
following such merger or consolidation, the parent corporation of such surviving or resulting corporation.
Registration:
The common stock underlying the Series A Preferred and the warrants (collectively, the “Underlying Shares”) would be “Registrable Securities” pursuant to the terms of a Registration Rights Agreement to be entered into at Closing among the Issuer, the investor and certain other parties, in form and substance as set forth in the Securities Purchase Agreement (“SPA”).
Covenants:
The definitive agreements will include other standard negative and affirmative covenants for this type of financing.
Warrant Coverage:
Investor shall receive common stock warrants (each a “Warrant”) with a 5-year life and an initial exercise price of $12.00 per share (the shares issuable upon exercise of such Warrants, the “Warrant Shares”), subject to adjustments for stock dividends, splits, combinations and similar events and price-based anti-dilution adjustments (on substantially the same terms as the Series A Preferred, except that (i) no adjustment to the number of Warrant Shares shall be made in connection with any VWAP reset and (ii) in connection with any Dilutive Issuance, the number of Warrant Shares shall not be increased beyond the number of Warrant Shares at original issuance multiplied by a fraction equal to the original exercise price divided by $7.00), to purchase that number of shares of common stock equal to the total number of shares of common stock into which the Series A Preferred is initially convertible. Upon a Fundamental Transaction (as defined in the Warrant), each holder shall have the right to require the Issuer (or any successor entity) to purchase such holder’s Warrant at a price equal to the Black Scholes Value (as defined in the Warrant) of the remaining unexercised portion of the Warrant.
4
Closing Conditions:
Standard conditions to Closing, including:
●
All representations and warranties of the Issuer and the Investor shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect, which representations and warranties shall be true and correct in all respects) at and as of the date of Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect, which representations and warranties shall be true and correct in all respects) as of such earlier date);
●
All conditions precedent to the closing of the Business Combination set forth in Article VIII of the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement) or waived in writing by the person(s) with the authority to make such waiver (other than those conditions which, by their nature, are to be satisfied at the closing of the Business Combination pursuant to the Business Combination Agreement, including to the extent that any such condition precedent is, or is dependent upon, the consummation of the transactions contemplated by the SPA), and the closing of the Business Combination shall be scheduled to occur concurrently with the Closing.
●
No governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated by the SPA (including, without limitation, the domestication) illegal or otherwise restraining or prohibiting consummation of the transactions contemplated thereby.
Amendments:
Subject to the Protective Provisions above, the Certificate of Designation may be amended by the affirmative vote or written consent of the Requisite Holders, voting separately as a single class, together with such other stockholder approval as may be required pursuant to the DGCL and the Issuer’s certificate of incorporation.
The Warrants may be amended by the affirmative vote or written consent
of the holders of a majority in interest (based on remaining aggregate Warrant Shares) of the Warrants then outstanding, which
majority must include Inflection Point if Inflection Point then holds any Warrants.
No provision of the Certificate of Designation or Warrants shall be amended to the extent any such amendment would disproportionately,
materially and adversely modify any rights of any holder as compared to the rights of the other holders or impose any additional financial
obligations or liabilities on a holder, unless such holder shall have previously consented in writing to such amendment or voted to approve
such amendment at a meeting.
5
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v3.26.1
Cover
Jun. 08, 2026
Document Type
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Document Period End Date
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Entity File Number
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Entity Registrant Name
INFLECTION POINT ACQUISITION CORP. VI
Entity Central Index Key
0002102041
Entity Tax Identification Number
00-0000000
Entity Incorporation, State or Country Code
E9
Entity Address, Address Line One
1680 Michigan Avenue Suite 700 #1031
Entity Address, City or Town
Miami Beach
Entity Address, State or Province
FL
Entity Address, Postal Zip Code
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City Area Code
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Local Phone Number
295-5830
Written Communications
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
Title of 12(b) Security
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol
IPFXU
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
IPFX
Security Exchange Name
NASDAQ
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Title of 12(b) Security
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
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Name of the state or province.
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- 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
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- Definition
Indicate if registrant meets the emerging growth company criteria.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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- 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.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
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- 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.
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No definition available.
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
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No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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-Publisher SEC
-Name Exchange Act
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- Definition
Local phone number for entity.
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- 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.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Section 13e
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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.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Section 14d
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- Definition
Title of a 12(b) registered security.
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-Name Exchange Act
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Name of the Exchange on which a security is registered.
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- 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.
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-Publisher SEC
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- Definition
Trading symbol of an instrument as listed on an exchange.
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- 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.
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