UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 3, 2024 (March 28, 2024)
INFLECTION POINT ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-41711 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
167 Madison Avenue Suite 205 #1017
New York, New York 10016
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 476-6908
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-half of one redeemable warrant | | IPXXU | | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 par value | | IPXX | | 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 | | IPXXW | | 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 1.01 Entry into a Material Definitive Agreement.
On March 28, 2024, Inflection Point Acquisition Corp. II (the “Company”), Inflection Point Holdings II LLC, Delaware limited liability company (the “Sponsor”), The Venture Collective LLC, an affiliate of our director Nicholas Shekerdemian (“TVC”), Peter Ondishin and Kevin Shannon entered into an amendment (the “Amendment”) to the Company’s services and indemnification agreement, dated May 24, 2023, by and among the Company, the Sponsor, TVC, Mr. Ondishin and Mr. Shannon (the “Services and Indemnification Agreement”), pursuant to which the Company received the services of Mr. Ondishin, as chief financial officer of the Company, and Kevin Shannon, as chief of the staff for the Company, in exchange for a monthly fee of $27,083.33 to TVC (the “Monthly Fee”).
Pursuant to the Amendment, the parties agreed to reduce the Monthly Fee, effective as of January 1, 2024, from $27,083.33 to (i) $17,708.33 for the period from January 1, 2024 to January 31, 2024 and (ii) $24,091.00 for the period starting February 1, 2024. The remaining terms of the Services and Indemnification Agreement, including the services and indemnities provided thereto, are unchanged by the Amendment.
The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
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.
| Date: April 3, 2024 | INFLECTION POINT ACQUISITION CORP. II. |
| | | |
| | By: | /s/ Michael Blitzer |
| | Name: | Michael Blitzer |
| | Title: | Chairman and Chief Executive Officer |
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