Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41711

INFLECTION POINT ACQUISITION CORP. II

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

167 Madison Avenue Suite 205 #1017 New York, New York		10016
(Address of principal executive offices)		(Zip Code)

(212) 476-6908

(Registrant’s telephone number, including area code)

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 per share	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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 14, 2023, there were 25,000,000 Class A ordinary shares, par value $0.0001 per share, and 6,250,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

INFLECTION POINT ACQUISITION CORP. II

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

		Page
Part I.Financial Information		1
Item 1.	Interim Financial Statements	1
	Condensed Balance Sheet as of September 30, 2023 (Unaudited)	1
	Condensed Statements of Operations for the three months ended September 30, 2023 and for the period from March 6, 2023 (Inception) through September 30, 2023 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Deficit for the three months ended September 30, 2023 and for the period from March 6, 2023 (Inception) through September 30, 2023 (Unaudited)	3
	Condensed Statement of Cash Flows for the period from March 6, 2023 (Inception) through September 30, 2023 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	18
Item 4	Controls and Procedures	18
Part II.Other Information		19
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
Part III.	Signatures	21

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

INFLECTION POINT ACQUISITION CORP. II

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2023

(UNAUDITED)

Assets:
Current assets:
Cash	$	337,588
Prepaid expenses		39,330
Prepaid insurance		335,917
Total Current Assets		712,835
Marketable securities held in Trust Account		255,579,480
Total Assets	$	256,292,315

Liabilities and Shareholders’ Deficit:
Current liabilities:
Accrued expenses	$	197,693
Total Current Liabilities		197,693
Deferred underwriting fee payable		13,100,000
Total Liabilities		13,297,693

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value of $10.22 per share		255,579,480

Shareholders’ Deficit
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 25,000,000 shares subject to possible redemption)		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,250,000 shares issued and outstanding		625
Additional paid-in capital		—
Accumulated deficit		(12,585,483	)
Total Shareholders’ Deficit		(12,584,858	)
Total Liabilities and Shareholders’ Deficit	$	256,292,315

The accompanying notes are an integral part of the unaudited condensed financial statements.

INFLECTION POINT ACQUISITION CORP. II

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30, 2023			For The Period from March 6, 2023 (Inception) Through September 30, 2023
Formation and operating costs	$	420,837		$	655,690
Loss from operations		(420,837	)		(655,690	)

OTHER INCOME
Interest income from bank		7,709			7,709
Interest earned on marketable securities held in Trust Account		3,270,011			4,329,480
Total other income		3,277,720			4,337,189

NET INCOME	$	2,856,883		$	3,681,499

Basic and diluted weighted average shares outstanding, Redeemable shares		25,000,000			14,783,654
Basic and diluted net income per share	$	0.12		$	0.70
Basic and diluted weighted average shares outstanding, Non-redeemable shares		6,250,000			6,280,649
Basic and diluted net income per share	$	(0.01	)	$	(1.05	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

INFLECTION POINT ACQUISITION CORP. II

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND FOR THE PERIOD FROM MARCH 6, 2023 (INCEPTION)
THROUGH SEPTEMBER 30, 2023

(UNAUDITED)

	Class A Ordinary Shares						Class B Ordinary shares						Additional Paid-In			Accumulated			Shareholders’ Equity
	Shares			Amount			Shares			Amount			Capital			Deficit			(Deficit)
Balance as of March 6, 2023 (inception)		—		$	—			—		$	—		$	—		$	—		$	—

Class B ordinary shares issued to Sponsor		—			—			6,325,000			633			24,367			—			25,000

Net loss		—			—			—			—			—			(6,203	)		(6,203	)
Balance as of March 31, 2023		—		$	—			6,325,000		$	633		$	24,367		$	(6,203	)	$	18,797

Sale of Class A ordinary shares and over-allotment		25,000,000			2,500			—			—			249,997,500			—			250,000,000

Class A ordinary shares subject to possible redemption		(25,000,000	)		(2,500	)		—			—			(247,910,000	)		—			(247,912,500	)

Underwriters’ compensation		—			—			—			—			(17,500,000	)		—			(17,500,000	)

Offering costs		—			—			—			—			(861,877	)		—			(861,877	)

Sale of 7,650,000 private placement warrants		—			—			—			—			7,650,000			—			7,650,000

Allocation of offering costs related to redeemable shares		—			—			—			—			18,183,179			—			18,183,179

Forfeiture of founder shares		—						(75,000	)		(8	)		8			—			—

Accretion for redeemable shares to redemption value		—			—			—			—			(9,583,177	)		(12,996,971	)		(22,580,148	)

Net income		—			—			—			—			—			830,819			830,819
Balance as of June 30, 2023		—			—			6,250,000			625			—			(12,172,355	)		(12,171,730	)

Accretion for redeemable shares to redemption value		—			—			—			—			—			(3,270,011	)		(3,270,011	)

Net income		—			—			—			—			—			2,856,883			2,856,883
Balance as of September 30, 2023		—		$	—			6,250,000		$	625		$	—		$	(12,585,483	)	$	(12,584,858	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

INFLECTION POINT ACQUISITION CORP. II

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MARCH 6, 2023 (INCEPTION) THROUGH SEPTEMBER 30, 2023

(UNAUDITED)

Cash Flows from Operating Activities:
Net income	$	3,681,499
Adjustments to reconcile net income to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares		5,845
Interest earned on marketable securities held in Trust Account		(4,329,480	)
Changes in operating assets and liabilities:
Prepaid expenses		(30,723	)
Prepaid insurance		(335,917	)
Accrued expenses		197,693
Net cash used in operating activities		(811,083	)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(251,250,000	)
Net cash used in investing activities		(251,250,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		245,600,000
Proceeds from sale of private placements warrants		7,650,000
Repayment of promissory note - related party		(179,665	)
Payment of offering costs		(671,664	)
Net cash provided by financing activities		252,398,671

Net Change in Cash		337,588
Cash – Beginning of period		—
Cash – End of period	$	337,588

Supplemental disclosure of cash flow information:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	11,000
Prepaid services contributed by Sponsor in exchange for issuance of Class B ordinary shares	$	8,607
Deferred offering costs paid through promissory note – related party	$	179,213
Accretion of Class A ordinary shares to redemption value	$	25,850,159
Deferred underwriting fee payable	$	13,100,000
Forfeiture of Founder Shares	$	8
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	5,845

The accompanying notes are an integral part of the unaudited condensed financial statements.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)

Note 1 — Organization and Business Operations

Inflection Point Acquisition Corp. II (the “Company”) is a special purpose acquisition company incorporated as a Cayman Islands exempted corporation on March 6, 2023. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target.

As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 6, 2023 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Inflection Point Holdings II LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on May 24, 2023. On May 30, 2023, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3. Each Unit consists of one Class A ordinary share (the “Public Shares”) and one half of one redeemable warrant (the “Public Warrants”) of the Company, with each whole warrant entitling the holder to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,650,000 private placement warrants (the “Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, at a price of $1.00 per Private Placement Warrant, or $7,650,000 in the aggregate, which is described in Note 4. Of those 7,650,000 Private Placement Warrants, the Sponsor purchased 6,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,650,000 Private Placement Warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

Transaction costs amounted to $18,361,877 consisting of $4,400,000 of cash underwriting discount, $13,100,000 of deferred underwriting fees, and $861,877 of other offering costs.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts and taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering, on May 30, 2023, an amount of $251,250,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sales of the Private Placement Warrants was placed in the trust account (the “Trust Account”) and will be held as cash or invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants placed into the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)

The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.05 per Public Share (without taking into account interest earned or taxes payable).

The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will have only the duration of the Completion Window to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the Company’s independent auditors), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (except for the Company’s independent auditors), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

Going Concern Consideration

As of September 30, 2023, the Company had $337,588 of cash and a working capital of $515,142. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Completion Window. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 26, 2023, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 5, 2023. The interim results for the three months ended September 30, 2023 and the period from March 6, 2023 (inception) through September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $337,588 in cash and no cash equivalents as of September 30, 2023.

Marketable Securities Held in Trust Account

At September 30, 2023, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. government securities. Investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in the accompanying unaudited condensed statements of operations.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees, cash underwriting discount, and deferred underwriting fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering and offering costs allocated to Public Warrants (as defined in Note 3) were charged to shareholders’ deficit upon the completion of the Initial Public Offering.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Class A Redeemable Share Classification

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at September 30, 2023, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit.

At September 30, 2023, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(2,087,500	)
Class A ordinary shares issuance cost		(18,183,179	)
Plus:
Accretion of carrying value to redemption value		25,850,159
Class A Ordinary Shares subject to possible redemption, September 30, 2023	$	255,579,480

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company accounts for income taxes under ASC 740. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value.

The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,150,000 Class A ordinary shares in the aggregate. At September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	Three Months Ended September 30,			For The Period from March 6, 2023 (Inception) Through September 30,
	2023			2023

Net Income		2,856,883			3,681,499
Accretion of temporary equity to redemption value		—			(21,520,679	)
Interest income from Trust Account		(3,270,011	)		(4,329,480	)
Net loss including accretion of temporary equity to redemption value		(413,128	)		(22,168,660	)

	Three Months Ended September 30, 2023						For The Period from March 6, 2023 (Inception) Through September 30, 2023
	Redeemable shares			Non-redeemable shares			Redeemable shares			Non-redeemable shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(330,502	)	$	(82,626	)	$	(15,558,730	)	$	(6,609,930	)
Accretion of temporary equity to redemption value		—			—			21,520,679			—
Net income including accretion of temporary equity to redemption value		3,270,011			—			4,329,480			—
Net income (loss)		2,939,509			(82,626	)		10,291,429			(6,609,930	)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000			6,250,000			14,783,654			6,280,649
Basic and diluted net income (loss) per ordinary share	$	0.12		$	(0.01	)	$	0.70		$	(1.05	)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further the impact of this military action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s condensed financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering on May 30, 2023, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriter of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-half of one redeemable Public Warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Warrants — As of September 30, 2023, there are 20,150,000 warrants issued and outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit.

Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60^th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing at least 150 days after completion of the Company’s initial Business Combination and ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)

Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, purchased an aggregate of 7,650,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, or $7,650,000 in the aggregate, in a private placement. Of those 7,650,000 Private Placement Warrants, the Sponsor purchased 6,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,650,000 Private Placement Warrants. Each Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co. or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8).

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

Note 5 — Related Party Transactions

Founder Shares

On March 8, 2023, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 founders shares to the Sponsor. On May 24, 2023, the Company effected a share capitalization of 575,000, resulting in the Sponsor holding 6,325,000 founder shares. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The founder shares included an aggregate of 825,000 shares that were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. As a result of the underwriters’ election to partially exercise their over-allotment option on May 30, 2023, 75,000 founder shares were forfeited resulting in the Sponsor holding 6,250,000 founder shares. The remaining founder shares are no longer subject to forfeiture.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

Promissory Note — Related Party

The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2023 or the closing of the Initial Public Offering. The outstanding balance of $179,665 was repaid at the closing of the Initial Public Offering on May 30, 2023.

Services and Indemnification Agreement

Commencing on May 24, 2023, the Company entered into an agreement pursuant to which it will pay an aggregate of $27,083.33 per month to The Venture Collective LLC (“TVC”), an affiliate of one of the Company’s directors, Nicholas Shekerdemian, for the services of Peter Ondishin, Chief Financial Officer, and Kevin Shannon, Chief of Staff. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. In addition, the Company has agreed that it will indemnify the Sponsor and TVC from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor and/or TVC alleging any expressed or implied management or endorsement by the Sponsor and/or TVC of any of the Company’s activities or any express or implied association between the Sponsor and/or TVC, on the one hand, and the Company or any of its other affiliates, on the other hand, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. The services and indemnification agreement also provides that Peter Ondishin and Kevin Shannon cannot access the funds held in the Trust Account. For the three months ended September 30, 2023 and for the period from March 6, 2023 (inception) through September 30, 2023, the company incurred $81,250 and $115,555, respectively, and paid $115,555 for these services.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use amounts held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.00 per private placement warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023, no such Working Capital Loans were outstanding.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the founder shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on May 24, 2023. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)

Underwriters Agreement

The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 Units to cover over-allotments, if any. On May 30, 2023, simultaneously with the closing of the Initial Public Offering, the underwriters elected to partially exercise the over-allotment option to purchase an additional 3,000,000 Units at a price of $10.00 per Unit. The underwriters determined to forfeit the remaining 300,000 Units.

The underwriters were entitled to a cash underwriting discount of $4,400,000 (2.0% of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriters’ over-allotment option). Additionally, the underwriters are entitled to a deferred underwriting commission of 5.0% on the base deal and an additional 7.0% on the Units sold pursuant to the underwriters’ option to purchase additional Units (or $13,100,000 in the aggregate) of the gross proceeds of the Initial Public Offering held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Note 7 — Shareholders’ Deficit

Preferred Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. At September 30, 2023, there were no shares of preferred shares issued and outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. At September 30, 2023, there were no shares of Class A ordinary shares issued and outstanding, excluding 25,000,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. On March 8, 2023, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $25,000, or approximately $0.004 per share. On May 24, 2023, the Company effected a share capitalization of 575,000, resulting in the Sponsor holding 6,325,000 founder shares. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The founder shares included an aggregate of up to 825,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters. As a result of the underwriters election to partially exercise their over-allotment option on May 30, 2023, 75,000 founder shares were forfeited resulting in the Sponsor holding 6,250,000 founder shares. The remaining founder shares are no longer subject to forfeiture.

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of the Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

Note 8 — Fair Value Measurements

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2023, assets held in the Trust Account were comprised of $255,579,480 in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Through September 30, 2023, the Company did not withdraw any interest earned on the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		September 30, 2023
Assets:
Marketable securities held in Trust Account		1	$	255,579,480

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Inflection Point Acquisition Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Inflection Point Holdings II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of any Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of any Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a special purpose acquisition company incorporated in the Cayman Islands on March 6, 2023, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from March 6, 2023 (inception) through September 30, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2023, we had a net income of $2,856,883, which consists of interest earned on marketable securities held in the Trust Account of $3,270,011 and interest income from bank of $7,709, offset by operating costs of $420,837.

For the period from March 6, 2023 (inception) through September 30, 2023, we had a net income of $3,681,499, which consists of interest earned on marketable securities held in the Trust Account of $4,329,480 and interest income from bank of $7,709, offset by operating costs of $655,690.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor.

On May 30, 2023, we consummated the Initial Public Offering of 25,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,650,000 Private Placement Warrants to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,650,000.

Following the Initial Public Offering and the private placements, a total of $251,250,000 ($10.05 per Unit) was placed in the Trust Account. We incurred transaction costs of $18,361,877 consisting of $4,400,000 of cash underwriting discount, $13,100,000 of deferred underwriting fees, and $861,877 of other offering costs.

For the period from March 6, 2023 (inception) through September 30, 2023, cash used in operating activities was $811,083. Net income of $3,681,499 was affected by interest earned on marketable securities held in the Trust Account of $4,329,480 and formation cost paid by Sponsor in exchange for issuance of founder shares of $5,845. Changes in operating assets and liabilities used $168,947 of cash for operating activities.

As of September 30, 2023, we had marketable securities held in the Trust Account of $255,579,480 consisting of U.S. government treasury obligations with a maturity of 185 days or less or interests in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and taxes payable), to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2023, we had cash of $337,588. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, to pay for directors and officers liability insurance premiums and to pay an aggregate of $27,083.33 per month to The Venture Collective LLC (“TVC”), an affiliate of one of our directors, Nicholas Shekerdemian, for the services of Peter Ondishin, Chief Financial Officer, and Kevin Shannon, Chief of Staff.

In order to finance working capital deficit or to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.00 per private placement warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.

We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated that are payable prior to the closing of our initial Business Combination. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

We may need to raise additional capital through loans or additional investments from our Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and our Sponsor may, but are not obligated to, loan us funds as may be required. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of time which is considered to be one year from the date of the issuance of the unaudited condensed financial statements, or, if earlier, the date that we will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. The unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $27,083.33 per month to TVC, for the services of Peter Ondishin, Chief Financial Officer, and Kevin Shannon, Chief of Staff. We began incurring these fees on May 24, 2023 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and our liquidation.

The underwriters are entitled to a deferred underwriting commission of 5.0% on the base deal and an additional 7.0% on the Units sold pursuant to the underwriters’ option to purchase additional Units, or $13,100,000 in the aggregate, of the gross proceeds of the Initial Public Offering held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting commission.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies. We have identified the following critical accounting policies:

Net Income per Share

Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 825,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. At September 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2023 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for the Initial Public Offering filed with the SEC on May 26, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for the Initial Public Offering filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 8, 2023, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 founders shares to the Sponsor. On May 24, 2023, the Company effected a share capitalization of 575,000, resulting in the Sponsor holding 6,325,000 founder shares. The founder shares included an aggregate of 825,000 shares that were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. As a result of the underwriters’ election to partially exercise their over-allotment option on May 30, 2023, 75,000 founder shares were forfeited resulting in the Sponsor holding 6,250,000 founder shares. The remaining founder shares are no longer subject to forfeiture.

On May 30, 2023, we consummated the Initial Public Offering of 25,000,000 units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class A ordinary share, and one-half of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, purchased an aggregate of 7,650,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, or $7,650,000 in the aggregate, in a private placement. Of those 7,650,000 Private Placement Warrants, the Sponsor purchased 6,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,650,000 Private Placement Warrants. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

We incurred transaction costs amounting to $18,361,877 consisting of $4,400,000 of cash underwriting discount, $13,100,000 of deferred underwriting fees, and $861,877 of other offering costs.

After deducting the underwriting fees (excluding the deferred portion of $13,100,000, which amount will be payable upon consummation of our initial Business Combination, if consummated) and the offering expenses, the total net proceeds from the Initial Public Offering and the private placement was $252,592,838, of which $251,250,000 was placed in the Trust Account.

For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	*	Filed herewith.
	(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on May 30, 2023, and incorporated by reference herein.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INFLECTION POINT ACQUISITION CORP. II

Date: November 14, 2023	By:	/s/ Michael Blitzer
	Name:	Michael Blitzer
	Title:	Chairman and Chief Executive Officer
		(Principal Executive Officer)

Date: November 14, 2023	By:	/s/ Peter Ondishin
	Name:	Peter Ondishin
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

00-0000000 14783654 25000000 0.12 0.70 6250000 6280649 0.01 1.05 14783654 25000000 6250000 6280649 0.01 0.12 0.70 1.05 P5Y P5Y false --12-31 Q3 0001970622 0001970622 2023-03-06 2023-09-30 0001970622 ipxxu:UnitsEachConsistingOfOneClassAOrdinaryShare00001ParValueAndOnehalfOfOneRedeemableWarrantMember 2023-03-06 2023-09-30 0001970622 ipxxu:ClassAOrdinarySharesParValue00001PerShareMember 2023-03-06 2023-09-30 0001970622 ipxxu:WarrantsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150PerShareMember 2023-03-06 2023-09-30 0001970622 us-gaap:CommonClassAMember 2023-11-14 0001970622 us-gaap:CommonClassBMember 2023-11-14 0001970622 2023-09-30 0001970622 us-gaap:CommonClassAMember 2023-09-30 0001970622 us-gaap:CommonClassBMember 2023-09-30 0001970622 2023-07-01 2023-09-30 0001970622 ipxxu:RedeemableMember 2023-07-01 2023-09-30 0001970622 ipxxu:RedeemableMember 2023-03-06 2023-09-30 0001970622 ipxxu:NonredeemableMember 2023-07-01 2023-09-30 0001970622 ipxxu:NonredeemableMember 2023-03-06 2023-09-30 0001970622 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-03-05 0001970622 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-03-05 0001970622 us-gaap:AdditionalPaidInCapitalMember 2023-03-05 0001970622 us-gaap:RetainedEarningsMember 2023-03-05 0001970622 2023-03-05 0001970622 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-03-06 2023-03-31 0001970622 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-03-06 2023-03-31 0001970622 us-gaap:AdditionalPaidInCapitalMember 2023-03-06 2023-03-31 0001970622 us-gaap:RetainedEarningsMember 2023-03-06 2023-03-31 0001970622 2023-03-06 2023-03-31 0001970622 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-03-31 0001970622 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-03-31 0001970622 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001970622 us-gaap:RetainedEarningsMember 2023-03-31 0001970622 2023-03-31 0001970622 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-04-01 2023-06-30 0001970622 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-04-01 2023-06-30 0001970622 us-gaap:AdditionalPaidInCapitalMember 2023-04-01 2023-06-30 0001970622 us-gaap:RetainedEarningsMember 2023-04-01 2023-06-30 0001970622 2023-04-01 2023-06-30 0001970622 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-06-30 0001970622 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-06-30 0001970622 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001970622 us-gaap:RetainedEarningsMember 2023-06-30 0001970622 2023-06-30 0001970622 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-07-01 2023-09-30 0001970622 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-07-01 2023-09-30 0001970622 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2023-09-30 0001970622 us-gaap:RetainedEarningsMember 2023-07-01 2023-09-30 0001970622 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-09-30 0001970622 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-09-30 0001970622 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001970622 us-gaap:RetainedEarningsMember 2023-09-30 0001970622 us-gaap:IPOMember 2023-05-30 0001970622 us-gaap:OverAllotmentOptionMember 2023-05-30 0001970622 ipxxu:InflectionPointHoldingsIILLCMember 2023-05-30 2023-05-30 0001970622 2023-05-30 2023-05-30 0001970622 us-gaap:CommonClassAMember 2023-05-30 0001970622 us-gaap:PrivatePlacementMember 2023-05-30 2023-05-30 0001970622 us-gaap:PrivatePlacementMember 2023-05-30 0001970622 ipxxu:CantorFitzgeraldMember 2023-05-30 2023-05-30 0001970622 ipxxu:SponserMember 2023-05-30 2023-05-30 0001970622 us-gaap:CommonClassAMember ipxxu:WarrantsMember 2023-05-30 0001970622 ipxxu:UnderwritingMember 2023-09-30 0001970622 ipxxu:InvestmentCompanyActMember 2023-09-30 0001970622 ipxxu:PublicShareMember 2023-09-30 0001970622 ipxxu:SponsorMember ipxxu:IndependentAuditorsMember 2023-09-30 0001970622 ipxxu:IndependentAuditorsMember 2023-09-30 0001970622 us-gaap:CommonClassAMember ipxxu:WarrantsMember 2023-09-30 0001970622 us-gaap:CommonClassAMember 2023-03-06 2023-09-30 0001970622 ipxxu:RedeemableSharesMember 2023-07-01 2023-09-30 0001970622 ipxxu:NonredeemableSharesMember 2023-07-01 2023-09-30 0001970622 ipxxu:RedeemableSharesMember 2023-03-06 2023-09-30 0001970622 ipxxu:NonredeemableSharesMember 2023-03-06 2023-09-30 0001970622 us-gaap:WarrantMember us-gaap:CommonClassAMember 2023-09-30 0001970622 2023-09-30 2023-09-30 0001970622 ipxxu:CantorFitzgeraldMember 2023-03-06 2023-09-30 0001970622 ipxxu:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2023-09-30 0001970622 ipxxu:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2023-03-06 2023-09-30 0001970622 ipxxu:PrivatePlacementWarrantsMember 2023-03-06 2023-09-30 0001970622 ipxxu:PrivatePlacementWarrantsMember ipxxu:SponsorMember 2023-03-06 2023-09-30 0001970622 ipxxu:CantorFitzgeraldMember ipxxu:PrivatePlacementWarrantsMember 2023-03-06 2023-09-30 0001970622 ipxxu:PrivatePlacementWarrantsMember 2023-09-30 0001970622 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2023-09-30 0001970622 2023-03-08 2023-03-08 0001970622 ipxxu:SponsorMember 2023-03-08 0001970622 2023-03-08 0001970622 2023-05-24 0001970622 ipxxu:FoundersMember 2023-05-24 0001970622 ipxxu:FoundersMember 2023-05-24 2023-05-24 0001970622 ipxxu:FoundersMember us-gaap:OverAllotmentOptionMember 2023-05-30 2023-05-30 0001970622 ipxxu:FoundersMember 2023-05-30 2023-05-30 0001970622 ipxxu:SponsorMember 2023-03-06 2023-09-30 0001970622 ipxxu:VentureCollectiveLLCMember 2023-05-24 2023-05-24 0001970622 us-gaap:RelatedPartyMember us-gaap:PrivatePlacementMember 2023-09-30 0001970622 us-gaap:IPOMember 2023-09-30 0001970622 us-gaap:IPOMember 2023-03-06 2023-09-30 0001970622 us-gaap:CommonClassBMember 2023-03-08 0001970622 ipxxu:SponsorMember us-gaap:CommonClassBMember 2023-03-01 2023-03-08 0001970622 ipxxu:SponsorMember 2023-03-01 2023-03-08 0001970622 2023-05-24 2023-05-24 0001970622 us-gaap:FairValueInputsLevel1Member 2023-09-30 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

null

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Ondishin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarterly period ended September 30, 2023 of Inflection Point Acquisition Corp. II;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2023

	/s/ Peter Ondishin
	Peter Ondishin
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Inflection Point Acquisition Corp. II (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Michael Blitzer, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 14, 2023

	/s/ Michael Blitzer
	Michael Blitzer
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Inflection Point Acquisition Corp. II (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Peter Ondishin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 14, 2023

	/s/ Peter Ondishin
	Peter Ondishin
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Document And Entity Information - shares	7 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 14, 2023
Document Information Line Items
Entity Registrant Name	INFLECTION POINT ACQUISITION CORP. II
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001970622
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41711
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	167 Madison Avenue
Entity Address, Address Line Two	Suite 205 #1017
Entity Address, State or Province	NY
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10016
City Area Code	(212)
Local Phone Number	476-6908
Entity Interactive Data Current	Yes
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Document Information Line Items
Trading Symbol	IPXXU
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Document Information Line Items
Trading Symbol	IPXX
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Document Information Line Items
Trading Symbol	IPXXW
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
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		25,000,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,250,000

Condensed Balance Sheet (Unaudited)	Sep. 30, 2023 USD ($)
Current assets:
Cash	$ 337,588
Prepaid expenses	39,330
Prepaid insurance	335,917
Total Current Assets	712,835
Marketable securities held in Trust Account	255,579,480
Total Assets	256,292,315
Current liabilities:
Accrued expenses	197,693
Total Current Liabilities	197,693
Deferred underwriting fee payable	13,100,000
Total Liabilities	13,297,693
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value of $10.22 per share	255,579,480
Shareholders’ Deficit
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(12,585,483)
Total Shareholders’ Deficit	(12,584,858)
Total Liabilities and Shareholders’ Deficit	256,292,315
Class A Ordinary Shares
Current liabilities:
Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value of $10.22 per share	255,579,480
Shareholders’ Deficit
Ordinary shares
Class B Ordinary Shares
Shareholders’ Deficit
Ordinary shares	$ 625

Condensed Balance Sheet (Unaudited) (Parentheticals)	Sep. 30, 2023 $ / shares shares
Preferred shares, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred shares, shares authorized	5,000,000
Preferred shares, shares issued
Preferred shares, shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption, shares	25,000,000
Ordinary shares subject to possible redemption, value per share (in Dollars per share) \| $ / shares	$ 10.22
Ordinary shares, shares par value (in Dollars per share) \| $ / shares	$ 0.0001
Ordinary shares, shares authorized	500,000,000
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Class B Ordinary Shares
Ordinary shares, shares par value (in Dollars per share) \| $ / shares	$ 0.0001
Ordinary shares, shares authorized	50,000,000
Ordinary shares, shares issued	6,250,000
Ordinary shares, shares outstanding	6,250,000

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended	7 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Formation and operating costs	$ 420,837	$ 655,690
Loss from operations	(420,837)	(655,690)
OTHER INCOME
Interest income from bank	7,709	7,709
Interest earned on marketable securities held in Trust Account	3,270,011	4,329,480
Total other income	3,277,720	4,337,189
NET INCOME	$ 2,856,883	$ 3,681,499
Redeemable Shares
OTHER INCOME
Basic weighted average shares outstanding (in Shares)	25,000,000	14,783,654
Basic net income per share (in Dollars per share)	$ 0.12	$ 0.7
Non-redeemable Shares
OTHER INCOME
Basic weighted average shares outstanding (in Shares)	6,250,000	6,280,649
Basic net income per share (in Dollars per share)	$ (0.01)	$ (1.05)

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended	7 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Redeemable Shares
Diluted weighted average shares outstanding	25,000,000	14,783,654
Diluted net income per share	$ 0.12	$ 0.70
Non-redeemable Shares
Diluted weighted average shares outstanding	6,250,000	6,280,649
Diluted net income per share	$ (0.01)	$ (1.05)

Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Mar. 05, 2023
Balance (in Shares) at Mar. 05, 2023
Class B ordinary shares issued to Sponsor		$ 633	24,367		25,000
Class B ordinary shares issued to Sponsor (in Shares)		6,325,000
Net income (loss)				(6,203)	(6,203)
Balance at Mar. 31, 2023		$ 633	24,367	(6,203)	18,797
Balance (in Shares) at Mar. 31, 2023		6,325,000
Balance at Mar. 05, 2023
Balance (in Shares) at Mar. 05, 2023
Forfeiture of founder shares					8
Net income (loss)					3,681,499
Balance at Sep. 30, 2023		$ 625		(12,585,483)	(12,584,858)
Balance (in Shares) at Sep. 30, 2023		6,250,000
Balance at Mar. 31, 2023		$ 633	24,367	(6,203)	18,797
Balance (in Shares) at Mar. 31, 2023		6,325,000
Sale of Class A ordinary shares and over-allotment	$ 2,500		249,997,500		250,000,000
Sale of Class A ordinary shares and over-allotment (in Shares)	25,000,000
Class A ordinary shares subject to possible redemption	$ (2,500)		(247,910,000)		(247,912,500)
Class A ordinary shares subject to possible redemption (in Shares)	(25,000,000)
Underwriters’ compensation			(17,500,000)		(17,500,000)
Offering costs			(861,877)		(861,877)
Sale of 7,650,000 private placement warrants			7,650,000		7,650,000
Allocation of offering costs related to redeemable shares			18,183,179		18,183,179
Forfeiture of founder shares		$ (8)	8
Forfeiture of founder shares (in Shares)		(75,000)
Accretion for redeemable shares to redemption value			(9,583,177)	(12,996,971)	(22,580,148)
Net income (loss)				830,819	830,819
Balance at Jun. 30, 2023		$ 625		(12,172,355)	(12,171,730)
Balance (in Shares) at Jun. 30, 2023		6,250,000
Accretion for redeemable shares to redemption value				(3,270,011)	(3,270,011)
Net income (loss)				2,856,883	2,856,883
Balance at Sep. 30, 2023		$ 625		$ (12,585,483)	$ (12,584,858)
Balance (in Shares) at Sep. 30, 2023		6,250,000

Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) (Parentheticals)	3 Months Ended
	Jun. 30, 2023 shares
Statement of Stockholders' Equity [Abstract]
Sale of private placement warrants	7,650,000

Condensed Statement of Cash Flows (Unaudited)	7 Months Ended
Condensed Statement of Cash Flows (Unaudited)	Sep. 30, 2023 USD ($)
Cash Flows from Operating Activities:
Net income	$ 3,681,499
Adjustments to reconcile net income to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares	5,845
Interest earned on marketable securities held in Trust Account	(4,329,480)
Prepaid expenses	(30,723)
Prepaid insurance	(335,917)
Accrued expenses	197,693
Net cash used in operating activities	(811,083)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(251,250,000)
Net cash used in investing activities	(251,250,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	245,600,000
Proceeds from sale of private placements warrants	7,650,000
Repayment of promissory note - related party	(179,665)
Payment of offering costs	(671,664)
Net cash provided by financing activities	252,398,671
Net Change in Cash	337,588
Cash – Beginning of period
Cash – End of period	337,588
Supplemental disclosure of cash flow information:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	11,000
Prepaid services contributed by Sponsor in exchange for issuance of Class B ordinary shares	8,607
Deferred offering costs paid through promissory note – related party	179,213
Accretion of Class A ordinary shares to redemption value	25,850,159
Deferred underwriting fee payable	13,100,000
Forfeiture of Founder Shares	8
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$ 5,845,000,000

Organization and Business Operations

7 Months Ended

Sep. 30, 2023

Organization and Business Operations [Abstract]

Organization and Business Operations

Note 1 — Organization and Business Operations

The Company’s sponsor is Inflection Point Holdings II LLC, a Delaware limited liability company (the “Sponsor”).

Transaction costs amounted to $18,361,877 consisting of $4,400,000 of cash underwriting discount, $13,100,000 of deferred underwriting fees, and $861,877 of other offering costs.

Going Concern Consideration

Significant Accounting Policies

7 Months Ended

Sep. 30, 2023

Significant Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Offering Costs

Fair Value of Financial Instruments

Class A Redeemable Share Classification

At September 30, 2023, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(2,087,500	)
Class A ordinary shares issuance cost		(18,183,179	)
Plus:
Accretion of carrying value to redemption value		25,850,159
Class A Ordinary Shares subject to possible redemption, September 30, 2023	$	255,579,480

Income Taxes

Net Income (Loss) per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	Three Months Ended September 30,			For The Period from March 6, 2023 (Inception) Through September 30,
	2023			2023

Net Income		2,856,883			3,681,499
Accretion of temporary equity to redemption value		—			(21,520,679	)
Interest income from Trust Account		(3,270,011	)		(4,329,480	)
Net loss including accretion of temporary equity to redemption value		(413,128	)		(22,168,660	)

	Three Months Ended September 30, 2023						For The Period from March 6, 2023 (Inception) Through September 30, 2023
	Redeemable shares			Non-redeemable shares			Redeemable shares			Non-redeemable shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(330,502	)	$	(82,626	)	$	(15,558,730	)	$	(6,609,930	)
Accretion of temporary equity to redemption value		—			—			21,520,679			—
Net income including accretion of temporary equity to redemption value		3,270,011			—			4,329,480			—
Net income (loss)		2,939,509			(82,626	)		10,291,429			(6,609,930	)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000			6,250,000			14,783,654			6,280,649
Basic and diluted net income (loss) per ordinary share	$	0.12		$	(0.01	)	$	0.70		$	(1.05	)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Risks and Uncertainties

Initial Public Offering

7 Months Ended

Sep. 30, 2023

Initial Public Offering [Abstract]

Initial Public Offering

Note 3 — Initial Public Offering

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

Private Placement

7 Months Ended

Sep. 30, 2023

Private Placement [Abstract]

Private Placement

Note 4 — Private Placement

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

Related Party Transactions

7 Months Ended

Sep. 30, 2023

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

Promissory Note — Related Party

Services and Indemnification Agreement

Related Party Loans

Commitments and Contingencies

7 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Registration Rights

Underwriters Agreement

Shareholders’ Deficit

7 Months Ended

Sep. 30, 2023

Shareholders’ Deficit [Abstract]

Shareholders’ Deficit

Note 7 — Shareholders’ Deficit

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

Fair Value Measurements

7 Months Ended

Sep. 30, 2023

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 8 — Fair Value Measurements

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Description	Level		September 30, 2023
Assets:
Marketable securities held in Trust Account		1	$	255,579,480

Subsequent Events

7 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 9 — Subsequent Events

Accounting Policies, by Policy (Policies)

7 Months Ended

Sep. 30, 2023

Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

At September 30, 2023, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. government securities.

Offering Costs

Offering Costs

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Class A Redeemable Share Classification

Class A Redeemable Share Classification

At September 30, 2023, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(2,087,500	)
Class A ordinary shares issuance cost		(18,183,179	)
Plus:
Accretion of carrying value to redemption value		25,850,159
Class A Ordinary Shares subject to possible redemption, September 30, 2023	$	255,579,480

Income Taxes

Income Taxes

Net Income (Loss) per Ordinary Share

Net Income (Loss) per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	Three Months Ended September 30,			For The Period from March 6, 2023 (Inception) Through September 30,
	2023			2023

Net Income		2,856,883			3,681,499
Accretion of temporary equity to redemption value		—			(21,520,679	)
Interest income from Trust Account		(3,270,011	)		(4,329,480	)
Net loss including accretion of temporary equity to redemption value		(413,128	)		(22,168,660	)

	Three Months Ended September 30, 2023						For The Period from March 6, 2023 (Inception) Through September 30, 2023
	Redeemable shares			Non-redeemable shares			Redeemable shares			Non-redeemable shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(330,502	)	$	(82,626	)	$	(15,558,730	)	$	(6,609,930	)
Accretion of temporary equity to redemption value		—			—			21,520,679			—
Net income including accretion of temporary equity to redemption value		3,270,011			—			4,329,480			—
Net income (loss)		2,939,509			(82,626	)		10,291,429			(6,609,930	)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000			6,250,000			14,783,654			6,280,649
Basic and diluted net income (loss) per ordinary share	$	0.12		$	(0.01	)	$	0.70		$	(1.05	)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Risks and Uncertainties

Risks and Uncertainties

Significant Accounting Policies (Tables)

7 Months Ended

Sep. 30, 2023

Significant Accounting Policies [Abstract]

Schedule of Class A Ordinary Shares Subject to Redemption

At September 30, 2023, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(2,087,500	)
Class A ordinary shares issuance cost		(18,183,179	)
Plus:
Accretion of carrying value to redemption value		25,850,159
Class A Ordinary Shares subject to possible redemption, September 30, 2023	$	255,579,480

Schedule of Basic and Diluted Net Income Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	Three Months Ended September 30,			For The Period from March 6, 2023 (Inception) Through September 30,
	2023			2023

Net Income		2,856,883			3,681,499
Accretion of temporary equity to redemption value		—			(21,520,679	)
Interest income from Trust Account		(3,270,011	)		(4,329,480	)
Net loss including accretion of temporary equity to redemption value		(413,128	)		(22,168,660	)

	Three Months Ended September 30, 2023						For The Period from March 6, 2023 (Inception) Through September 30, 2023
	Redeemable shares			Non-redeemable shares			Redeemable shares			Non-redeemable shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(330,502	)	$	(82,626	)	$	(15,558,730	)	$	(6,609,930	)
Accretion of temporary equity to redemption value		—			—			21,520,679			—
Net income including accretion of temporary equity to redemption value		3,270,011			—			4,329,480			—
Net income (loss)		2,939,509			(82,626	)		10,291,429			(6,609,930	)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000			6,250,000			14,783,654			6,280,649
Basic and diluted net income (loss) per ordinary share	$	0.12		$	(0.01	)	$	0.70		$	(1.05	)

Fair Value Measurements (Tables)

7 Months Ended

Sep. 30, 2023

Fair Value Measurements [Abstract]

Schedule of Assets that are Measured at Fair Value

Description	Level		September 30, 2023
Assets:
Marketable securities held in Trust Account		1	$	255,579,480

Organization and Business Operations (Details) - USD ($)		7 Months Ended
	May 30, 2023	Sep. 30, 2023
Organization and Business Operations [Line Items]
Gross proceeds	$ 250,000,000
Transaction cost		$ 18,361,877
Cash underwriting discount		4,400,000
Deferred underwriting fees		$ 13,100,000
Net balance percentage		80.00%
Net proceeds	$ 251,250,000
Closing price per share (in Dollars per share)	$ 10.05
Redeem public share percentage	100.00%
Interest to pay		$ 100,000
Cash		337,588
Working capital		515,142
Inflection Point Holdings II LLC [Member]
Organization and Business Operations [Line Items]
Over-allotment option price per share (in Dollars per share)	$ 10
Initial Public Offering [Member]
Organization and Business Operations [Line Items]
Shares issued (in Shares)	25,000,000
Share issued, price per share (in Dollars per share)	$ 10
Price per unit (in Dollars per share)	$ 11.5
Over-Allotment Option [Member]
Organization and Business Operations [Line Items]
Shares issued (in Shares)	3,000,000
Private Placement Warrants [Member]
Organization and Business Operations [Line Items]
Sale of stock (in Shares)	7,650,000
Price per unit (in Dollars per share)	$ 1
Aggregate amount	$ 7,650,000
Aggregate shares (in Shares)	1,650,000
Underwriting [Member]
Organization and Business Operations [Line Items]
Other offering costs		$ 861,877
Public Share [Member]
Organization and Business Operations [Line Items]
Price per unit (in Dollars per share)		$ 10.05
Class A Ordinary Shares [Member]
Organization and Business Operations [Line Items]
Share issued, price per share (in Dollars per share)	$ 11.5
Price per unit (in Dollars per share)		$ 11.5
Class A Ordinary Shares [Member] \| Warrants [Member]
Organization and Business Operations [Line Items]
Share issued, price per share (in Dollars per share)	$ 11.5
Investment Company Act [Member]
Organization and Business Operations [Line Items]
Ownership percentage		50.00%
Independent Auditors [Member]
Organization and Business Operations [Line Items]
Price per share of trust assets (in Dollars per share)		$ 10.05
Independent Auditors [Member] \| Sponsor [Member]
Organization and Business Operations [Line Items]
Price per share of trust assets (in Dollars per share)		$ 10.05
Sponsor [Member]
Organization and Business Operations [Line Items]
Aggregate shares (in Shares)	6,000,000
Cantor Fitzgerald [Member]
Organization and Business Operations [Line Items]
Aggregate shares issued (in Shares)	7,650,000
Aggregate shares (in Shares)		7,650,000

Significant Accounting Policies (Details)	Sep. 30, 2023 USD ($) shares
Significant Accounting Policies [Line Items]
Cash and no cash equivalents \| $	$ 337,588
Class A Ordinary Shares [Member] \| Warrants [Member]
Significant Accounting Policies [Line Items]
Warrants are exercisable to purchase \| shares	20,150,000

Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Subject to Redemption - Class A Ordinary Shares [Member]	7 Months Ended
	Sep. 30, 2023 USD ($)
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Gross proceeds	$ 250,000,000
Less:
Proceeds allocated to Public Warrants	(2,087,500)
Class A ordinary shares issuance cost	(18,183,179)
Plus:
Accretion of carrying value to redemption value	25,850,159
Class A Ordinary Shares subject to possible redemption, September 30, 2023	$ 255,579,480

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share - USD ($)	1 Months Ended	3 Months Ended		7 Months Ended
	Mar. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2023
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items]
Net income (loss)	$ (6,203)	$ 2,856,883	$ 830,819	$ 3,681,499
Accretion of temporary equity to redemption value				(21,520,679)
Interest income from Trust Account		(3,270,011)		(4,329,480)
Net loss including accretion of temporary equity to redemption value		(413,128)		(22,168,660)
Numerator:
Accretion of temporary equity to redemption value				21,520,679
Redeemable shares [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items]
Net income (loss)		2,939,509		10,291,429
Accretion of temporary equity to redemption value				(21,520,679)
Net loss including accretion of temporary equity to redemption value		3,270,011		4,329,480
Numerator:
Allocation of net loss		(330,502)		(15,558,730)
Accretion of temporary equity to redemption value				$ 21,520,679
Denominator:
Basic and diluted weighted average shares outstanding (in Shares)		25,000,000		14,783,654
Basic and diluted net income (loss) per ordinary share (in Dollars per share)		$ 0.12		$ 0.7
Non-redeemable shares [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items]
Net income (loss)		$ (82,626)		$ (6,609,930)
Accretion of temporary equity to redemption value
Net loss including accretion of temporary equity to redemption value
Numerator:
Allocation of net loss		(82,626)		(6,609,930)
Accretion of temporary equity to redemption value
Denominator:
Basic and diluted weighted average shares outstanding (in Shares)		6,250,000		6,280,649
Basic and diluted net income (loss) per ordinary share (in Dollars per share)		$ (0.01)		$ (1.05)

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) - $ / shares	3 Months Ended	7 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Redeemable shares [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	25,000,000	14,783,654
Diluted net income (loss) per ordinary share	$ 0.12	$ 0.70
Non-redeemable shares [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	6,250,000	6,280,649
Diluted net income (loss) per ordinary share	$ (0.01)	$ (1.05)

Initial Public Offering (Details) - $ / shares			7 Months Ended
Initial Public Offering (Details) - $ / shares	Sep. 30, 2023	May 30, 2023	Sep. 30, 2023
Initial Public Offering [Line Items]
Initial business combination expire term	5 years	5 years
Private placement warrants, description			Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing at least 150 days after completion of the Company’s initial Business Combination and ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders.
Initial Public Offering [Member]
Initial Public Offering [Line Items]
Warrants shares issued		25,000,000
Price per share (in Dollars per share)		$ 10
Shares price (in Dollars per share)		$ 11.5
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Warrants shares issued		3,000,000
Class A Ordinary Shares [Member]
Initial Public Offering [Line Items]
Price per share (in Dollars per share)		$ 11.5
Shares price (in Dollars per share)	$ 11.5		$ 11.5
Warrant [Member] \| Class A Ordinary Shares [Member]
Initial Public Offering [Line Items]
Warrants shares issued	20,150,000		20,150,000
Warrants shares outstanding	20,150,000		20,150,000

Private Placement (Details)	7 Months Ended
Private Placement (Details)	Sep. 30, 2023 USD ($) $ / shares shares
Private Placement [Line Items]
Proceeds from sale of private placement warrants (in Dollars) \| $	$ 7,650,000
Private Placement Warrants [Member]
Private Placement [Line Items]
Aggregate shares \| shares	7,650,000
Share price (in Dollars per share) \| $ / shares	$ 11.5
Class A Ordinary Shares [Member]
Private Placement [Line Items]
Share price (in Dollars per share) \| $ / shares	$ 11.5
Proceeds from sale of private placement warrants (in Dollars) \| $	$ 2,087,500
Class A Ordinary Shares [Member] \| Private Placement Warrants [Member]
Private Placement [Line Items]
Share price (in Dollars per share) \| $ / shares	$ 11.5
Class of warrant or rights issued during period, price per warrant or right (in Dollars per share) \| $ / shares	$ 1
Proceeds from sale of private placement warrants (in Dollars) \| $	$ 7,650,000
Business Combination [Member]
Private Placement [Line Items]
Percent of business combination transaction	100.00%
Sponsor [Member] \| Private Placement Warrants [Member]
Private Placement [Line Items]
Aggregate shares \| shares	6,000,000
Cantor Fitzgerald [Member]
Private Placement [Line Items]
Aggregate shares \| shares	7,650,000
Cantor Fitzgerald [Member] \| Private Placement Warrants [Member]
Private Placement [Line Items]
Aggregate shares \| shares	1,650,000

Related Party Transactions (Details) - USD ($)				3 Months Ended	7 Months Ended
Related Party Transactions (Details) - USD ($)	May 30, 2023	May 24, 2023	Mar. 08, 2023	Sep. 30, 2023	Sep. 30, 2023
Related Party Transactions [Line Items]
Capital contribution			$ 25,000
Founders share issued (in Shares)			5,750,000
Share capitalization (in Shares)		575,000
Shares forfeiture (in Shares)	75,000
Outstanding balance				$ 179,665	$ 179,665
Company incurred paid amount				$ 81,250	115,555
Services cost paid					115,555
Working capital loans					$ 1,500,000
Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Issued price per share (in Dollars per share)	$ 10
Class A Ordinary Shares [Member]
Related Party Transactions [Line Items]
Exceeds price per share (in Dollars per share)				$ 12	$ 12
Price per share (in Dollars per share)				11.5	$ 11.5
Sponsor [Member]
Related Party Transactions [Line Items]
Issued price per share (in Dollars per share)			$ 0.004
Aggregate loan amount					$ 300,000
Founders [Member]
Related Party Transactions [Line Items]
Share capitalization (in Shares)		6,325,000
Shares forfeiture (in Shares)		825,000
Shares issued (in Shares)	6,250,000	6,325,000
Founders [Member] \| Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Shares forfeiture (in Shares)	75,000
Related Party [Member] \| Private Placement [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)				$ 1	$ 1
Venture Collective LLC [Member]
Related Party Transactions [Line Items]
Aggregate amount		$ 27,083.33

Commitments and Contingencies (Details) - USD ($)		7 Months Ended
Commitments and Contingencies (Details) - USD ($)	May 30, 2023	Sep. 30, 2023
Commitments and Contingencies [Line Items]
Forfeit remaining unit	300,000
Cash underwriting discount		$ 4,400,000
Percentage, gross proceeds		2.00%
Percentage, deferred underwriting commission		5.00%
Percentage, additional unit sold		7.00%
Initial Public Offering [Member]
Commitments and Contingencies [Line Items]
Purchase of additional units		3,300,000
Share issued	25,000,000
Aggregate of gross proceeds		$ 13,100,000
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Share issued	3,000,000
Price per unit	$ 10

Shareholders’ Deficit (Details) - USD ($)				7 Months Ended
Shareholders’ Deficit (Details) - USD ($)	May 30, 2023	May 24, 2023	Mar. 08, 2023	Sep. 30, 2023
Shareholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized				5,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001
Preferred shares, shares issued
Preferred shares, shares outstanding
Ordinary shares issued			5,750,000
Capitalization of shares		575,000
Aggregate shares forfeiture	75,000
Class A Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Common stock, shares authorized				500,000,000
Common stock, par value (in Dollars per share)				$ 0.0001
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Ordinary shares subject to possible redemption				25,000,000
Aggregate percentage				20.00%
Class B Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Common stock, shares authorized				50,000,000
Common stock, par value (in Dollars per share)				$ 0.0001
Ordinary shares, shares issued				6,250,000
Ordinary shares, shares outstanding				6,250,000
Ordinary shares issued			5,750,000
Founders [Member]
Shareholders’ Deficit (Details) [Line Items]
Share capitalization	6,250,000	6,325,000
Aggregate shares forfeiture		825,000
Sponsor [Member]
Shareholders’ Deficit (Details) [Line Items]
Price per share (in Dollars per share)			$ 0.004
Sponsor [Member] \| Class B Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Sponsor amount (in Dollars)			$ 25,000