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 March 31, 2024

☐ 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 May 14, 2024, 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 MARCH 31, 2024

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1.	Interim Financial Statements	1
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	1
	Condensed Statements of Operations for the three months ended March 31, 2024 and for the period from March 6, 2023 (inception) through March 31, 2023 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the three months ended March 31, 2024 and for the period from March 6, 2023 (inception) through March 31, 2023 (Unaudited)	3
	Condensed Statements of Cash Flows for the three months ended March 31, 2024 and for the period from March 6, 2023 (inception) through March 31, 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 SHEETS

	March 31, 2024			December 31, 2023
	(Unaudited)
Assets:
Current assets:
Cash	$	119,208		$	275,665
Prepaid expenses		73,087			18,390
Prepaid insurance		75,292			205,604
Total Current Assets		267,587			499,659

Marketable securities held in Trust Account		262,321,431			258,971,518
Total Assets	$	262,589,018		$	259,471,177

Liabilities and Shareholders’ Deficit:
Current liabilities:
Accrued expenses	$	433,659		$	234,985
Accrued offering costs		75,000			75,000
Total Current Liabilities		508,659			309,985

Deferred underwriting fee payable		13,100,000			13,100,000
Total Liabilities		13,608,659			13,409,985

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 25,000,000 issued and outstanding shares at redemption value of $10.49 and $10.36 per share as of March 31, 2024 and December 31, 2023, respectively		262,321,431			258,971,518

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) as of March 31, 2024 and December 31, 2023		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,250,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023		625			625
Additional paid-in capital		—			—
Accumulated deficit		(13,341,697	)		(12,910,951	)
Total Shareholders’ Deficit		(13,341,072	)		(12,910,326	)
Total Liabilities and Shareholders’ Deficit	$	262,589,018		$	259,471,177

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 March 31, 2024			For the Period from March 6, 2023 (inception) through March 31, 2023
Formation and operating costs	$	433,730		$	6,203
Loss from operations		(433,730	)		(6,203	)

OTHER INCOME
Interest income from bank		2,984			—
Dividend income earned on marketable securities held in Trust Account		3,349,913			—
Total other income		3,352,897			—

NET INCOME (LOSS)	$	2,919,167		$	(6,203	)

Basic and diluted weighted average shares outstanding, Redeemable shares		25,000,000			—
Basic and diluted net income (loss) per share	$	0.12		$	—
Basic and diluted weighted average shares outstanding, Non-redeemable shares⁽¹⁾		6,250,000			5,500,000
Basic and diluted net income (loss) per share	$	(0.01	)	$	(0.00	)

(1)

As of March 31, 2023, excludes up to 825,000 Class B ordinary shares that were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On May 24, 2023, the Company effected a share capitalization of 575,000, resulting in the Sponsor holding 6,325,000 founder shares. On May 30, 2023, as a result of the partial exercise of the over-allotment option, the Sponsor forfeited 75,000 of these shares and the remaining Class B ordinary shares are no longer subject to forfeiture. All share and per-share data has been retroactively restated to reflect the share capitalization (see Note 7).

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) EQUITY

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024

	Class A Ordinary Shares				Class B Ordinary shares				Additional Paid-In		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2024		—	$	—		6,250,000	$	625	$	—	$	(12,910,951	)	$	(12,910,326	)

Accretion for redeemable shares to redemption value		—		—		—		—		—		(3,349,913	)		(3,349,913	)

Net income		—		—		—		—		—		2,919,167			2,919,167
Balance as of March 31, 2024		—	$	—		6,250,000	$	625	$	—	$	(13,341,697	)	$	(13,341,072	)

FOR THE PERIOD FROM MARCH 6, 2023 (INCEPTION) THROUGH MARCH 31, 2023

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

Class B ordinary shares issued to Sponsor⁽¹⁾		—		—		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

(1)

As of March 31, 2023, includes up to 825,000 Class B ordinary shares that were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On May 24, 2023, the Company effected a share capitalization of 575,000, resulting in the Sponsor holding 6,325,000 founder shares. On May 30, 2023, as a result of the partial exercise of the over-allotment option, the Sponsor forfeited 75,000 of these shares and the remaining Class B ordinary shares are no longer subject to forfeiture. All share and per-share data has been retroactively restated to reflect the share capitalization (see Note 7).

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

INFLECTION POINT ACQUISITION CORP. II

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,			For the Period from March 6, 2023 (inception) through March 31,
	2024			2023
Cash Flows from Operating Activities:
Net income (loss)	$	2,919,167		$	(6,203	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares		—			5,845
Dividend income earned on marketable securities held in Trust Account		(3,349,913	)		—
Changes in operating assets and liabilities:
Prepaid expenses		(54,697	)		358
Prepaid insurance		130,312			—
Accrued expenses		198,674			—
Net cash used in operating activities		(156,457	)		—

Net Change in Cash		(156,457	)		—
Cash – Beginning of period		275,665			—
Cash – End of period	$	119,208		$	—

Supplemental disclosure of cash flow information:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	—		$	11,000
Deferred offering costs included in accrued offerings costs and expenses	$	—		$	166,147
Deferred offering costs paid through promissory note – related party	$	—		$	71,000
Prepaid services contributed by Sponsor in exchange for issuance of Class B ordinary shares	$	—		$	8,607
Accretion of Class A ordinary shares to redemption value	$	3,349,913		$	—

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

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2024
(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 March 31, 2024, the Company had not commenced any operations. All activity for the period from March 6, 2023 (inception) through March 31, 2024 relates to the Company’s formation and the initial public offering (the “IPO”), which is described below, and subsequent to the IPO, 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 generates non-operating income in the form of interest income on cash and cash equivalents and dividend income on marketable securities held in Trust Account. 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 IPO was declared effective on May 24, 2023. On May 30, 2023, the Company consummated the IPO 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 IPO, 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 IPO, 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 IPO 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 IPO, 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 IPO 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 IPO 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 IPO 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
MARCH 31, 2024
(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 IPO, 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 IPO (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 IPO 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 March 31, 2024, the Company had $119,208 of cash and working capital of $241,072. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company’s cash and working capital are not sufficient to complete its planned activities one year from the issuance date of the financial statements. In addition, the Company has until November 30, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time or that the Company will elect to seek shareholder approval to extend the date by which the Company must consummate a Business Combination. If a Business Combination is not consummated by the Business Combination deadline, there will be a mandatory liquidation of the Trust Account. 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
MARCH 31, 2024
(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 Annual Report on Form 10-K as filed with the SEC on April 2, 2024. The interim results for the three months ended March 31, 2024 is not necessarily indicative of the results to be expected for the year ending December 31, 2024 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 $119,208 and $275,665 in cash as of March 31, 2024 and December 31, 2023, respectively.

Marketable Securities Held in Trust Account

At March 31, 2024 and December 31, 2023, all of the assets held in the Trust Account were held in money market funds which are invested only 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. Dividend income earned from investments in these securities are included in the accompanying unaudited condensed statements of operations.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2024
(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 IPO. Offering costs were allocated to the separable financial instruments issued in the IPO 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 IPO and offering costs allocated to Public Warrants (as defined in Note 3) were charged to shareholders’ deficit upon the completion of the IPO.

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 sheets, 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 IPO 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 IPO, 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 March 31, 2024 and December 31, 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 March 31, 2024 and December 31, 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		29,242,197
Class A Ordinary Shares subject to possible redemption, December 31, 2023	$	258,971,518
Plus:
Accretion of carrying value to redemption value		3,349,913
Class A Ordinary Shares subject to possible redemption, March 31, 2024	$	262,321,431

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.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2024
(UNAUDITED)

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 March 31, 2024 and December 31, 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.

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 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) IPO, 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 March 31, 2024 and 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 March 31,			For the Period from March 6, 2023 (inception) through March 31,
	2024			2023

Net Loss		(430,746	)		(6,203	)
Accretion of temporary equity to redemption value		—			—
Dividend income from Trust Account		3,349,913			—
Net income including accretion of temporary equity to redemption value		2,919,167			(6,203	)

	Three Months Ended March 31, 2024						For the Period from March 6, 2023 (inception) to March 31, 2023
	Redeemable shares			Non-redeemable shares			Redeemable shares		Non-redeemable shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(344,597	)	$	(86,149	)	$	—	$	(6,203	)
Accretion of temporary equity to redemption value		—			—			—		—
Net income including accretion of temporary equity to redemption value		3,349,913			—			—		—
Net income (loss)		3,005,316			(86,149	)		—		(6,203	)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000			6,250,000			—		5,500,000
Basic and diluted net income (loss) per ordinary share	$	0.12		$	(0.01	)	$	—	$	(0.00	)

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2024
(UNAUDITED)

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 unaudited condensed financial statements.

Risks and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Note 3 — Initial Public Offering

Pursuant to the IPO 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 March 31, 2024, 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 IPO 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.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2024
(UNAUDITED)

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.

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 IPO, 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 IPO 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 closing of the IPO 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 IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2024
(UNAUDITED)

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.

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 IPO. The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2023 or the closing of the IPO. The outstanding balance of $179,665 was repaid at the closing of the IPO 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 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 the Monthly Fee. In addition, the Company has agreed that it will indemnify the Sponsor and TVC from any claims arising out of or relating to the IPO 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.

On March 28, 2024, the Company entered into the Amendment to the Services and Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of January 1, 2024, was reduced from $27,083 to (i) $17,708 for the period from January 1, 2024 to January 31, 2024 and (ii) $24,091 for the period starting February 1, 2024. Upon completion of a Business Combination or its liquidation, the Company will cease paying the Monthly Fee.

For the three months ended March 31, 2024 and for the period from March 6, 2023 (inception) through March 31, 2023, the Company incurred $65,890 and $0 for these services, of which $30,475 and $0 are recorded as accrued expenses in the condensed balance sheets, respectively.

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 March 31, 2024 and December 31, 2023, no such Working Capital Loans were outstanding.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2024
(UNAUDITED)

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.

Underwriters Agreement

The underwriters had a 45-day option from the date of the IPO 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 IPO, 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 IPO, 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 IPO 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 March 31, 2024 and December 31, 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 March 31, 2024 and December 31, 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.

INFLECTION POINT ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2024
(UNAUDITED)

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.

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 March 31, 2024 and December 31, 2023, assets held in the Trust Account were comprised of $262,321,431 and $258,971,518, respectively, 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. From March 6, 2023 (inception) through March 31, 2024, the Company did not withdraw any dividend 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 March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

		March 31,		December 31,
Description	Level	2024		2023
Assets:
Marketable securities held in Trust Account	1	$	262,321,431	$	258,971,518

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 Annual Report on Form 10-K 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 IPO and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, our 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 March 31, 2024 were organizational activities, those necessary to prepare for our IPO, described below, and subsequent to the IPO, 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 cash and cash equivalents and dividend 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 March 31, 2024, we had net income of $2,919,167, which consists of interest income and dividend income earned on marketable securities held in the Trust Account of $3,349,913 and interest income from bank of $2,984, partially offset by operating costs of $433,730.

For the period from March 6, 2023 (inception) through March 31, 2023, we had a net loss of $6,203.

Liquidity and Capital Resources

Until the consummation of the IPO, 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 IPO of 25,000,000 Units, which included 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 IPO, we consummated the sale of 7,650,000 Private Placement Warrants to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the IPO, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,650,000.

Following the IPO 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 three months ended March 31, 2024, cash used in operating activities was $156,457. Net income of $2,919,167 was affected by dividend income earned on marketable securities held in the Trust Account of $3,349,913. Changes in operating assets and liabilities provided $274,289 of cash for operating activities.

As of March 31, 2024, we had marketable securities held in the Trust Account of $262,321,431 consisting of U.S. government treasury obligations with 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 March 31, 2024, we had cash of $119,208. 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 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. On March 28, 2024, we entered into the Amendment to the Services and Indemnification Agreement, pursuant to which, the Monthly Fee paid to TVC, effective as of January 1, 2024, was reduced from $27,083 to (i) $17,708 for the period from January 1, 2024 to January 31, 2024 and (ii) $24,091 for the period starting February 1, 2024. For the three months ended March 31, 2024 and for the period from March 6, 2023 (inception) through March 31, 2023, the Company incurred $65,890 and $0 for these services, of which $30,475 and $0 are recorded as accrued expenses in the condensed balance sheets, respectively.

In order to finance working capital 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 (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 are not 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. Our costs are primarily expected to be incurred in connection with 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 March 31, 2024. 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 per month to TVC, for the services of Peter Ondishin, Chief Financial Officer, and Kevin Shannon, Chief of Staff. We began incurring such fees on May 24, 2023, and will continue to incur these fees monthly until the earlier of the completion of a Business Combination or our liquidation. On March 28, 2024, we entered into the Amendment to the Services and Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of January 1, 2024, was reduced from $27,083 to (i) $17,708 for the period from January 1, 2024 to January 31, 2024 and (ii) $24,091 for the period starting February 1, 2024. Upon completion of a Business Combination or its liquidation, we will cease paying the Monthly Fee.

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 IPO 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 unaudited 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 unaudited condensed 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:

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 March 31, 2024 and December 31, 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 unaudited condensed 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 March 31, 2024, 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 were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter of 2024 covered by this Quarterly Report that has materially affected, or are 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 Annual Report on Form 10-K filed with the SEC on April 2, 2024. 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 Annual Report on Form 10-K 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 IPO 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 IPO, 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 IPO 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 IPO, 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
10.1		Amendment to Services and Indemnification Agreement, dated March 28, 2024, by and among the Company, Inflection Point Holdings II LLC, The Venture Collective LLC, Peter Ondishin and Kevin Shannon (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K (File No. 001-41711), filed with the SEC on April 2, 2024).
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.

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: May 14, 2024	By:	/s/ Michael Blitzer
	Name:	Michael Blitzer
	Title:	Chairman and Chief Executive Officer
		(Principal Executive Officer)

Date: May 14, 2024	By:	/s/ Peter Ondishin
	Name:	Peter Ondishin
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

00-0000000 25000000 0.12 5500000 6250000 0.00 0.01 25000000 5500000 6250000 0.00 0.01 0.12 P5Y P5Y false --12-31 Q1 0001970622 0001970622 2024-01-01 2024-03-31 0001970622 ipxxu:UnitsEachConsistingOfOneClassAOrdinaryShare00001ParValueAndOnehalfOfOneRedeemableWarrantMember 2024-01-01 2024-03-31 0001970622 ipxxu:ClassAOrdinarySharesParValue00001PerShareMember 2024-01-01 2024-03-31 0001970622 ipxxu:WarrantsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150PerShareMember 2024-01-01 2024-03-31 0001970622 us-gaap:CommonClassAMember 2024-05-14 0001970622 us-gaap:CommonClassBMember 2024-05-14 0001970622 2024-03-31 0001970622 2023-12-31 0001970622 us-gaap:CommonClassAMember 2024-03-31 0001970622 us-gaap:CommonClassAMember 2023-12-31 0001970622 us-gaap:CommonClassBMember 2024-03-31 0001970622 us-gaap:CommonClassBMember 2023-12-31 0001970622 2023-03-06 2023-03-31 0001970622 ipxxu:RedeemableSharesMember 2024-01-01 2024-03-31 0001970622 ipxxu:RedeemableSharesMember 2023-03-06 2023-03-31 0001970622 ipxxu:NonredeemableSharesMember 2024-01-01 2024-03-31 0001970622 ipxxu:NonredeemableSharesMember 2023-03-06 2023-03-31 0001970622 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-12-31 0001970622 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-12-31 0001970622 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001970622 us-gaap:RetainedEarningsMember 2023-12-31 0001970622 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001970622 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001970622 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001970622 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001970622 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-03-31 0001970622 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-03-31 0001970622 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001970622 us-gaap:RetainedEarningsMember 2024-03-31 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 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:IPOMember 2023-05-30 2023-05-30 0001970622 us-gaap:OverAllotmentOptionMember 2023-05-30 2023-05-30 0001970622 us-gaap:IPOMember 2023-05-30 0001970622 us-gaap:CommonClassAMember 2023-05-30 0001970622 ipxxu:RedeemableWarrantMember 2023-05-30 0001970622 us-gaap:PrivatePlacementMember 2023-05-30 2023-05-30 0001970622 us-gaap:PrivatePlacementMember 2023-05-30 0001970622 ipxxu:SponserMember 2023-05-30 2023-05-30 0001970622 us-gaap:WarrantMember us-gaap:CommonClassAMember 2023-05-30 0001970622 ipxxu:InvestmentCompanyActMember 2024-01-01 2024-03-31 0001970622 2023-05-30 2023-05-30 0001970622 ipxxu:PublicShareMember 2024-01-01 2024-03-31 0001970622 ipxxu:IndependentAuditorsMember ipxxu:SponsorMember 2024-01-01 2024-03-31 0001970622 ipxxu:IndependentAuditorsMember 2024-01-01 2024-03-31 0001970622 ipxxu:WarrantsMember us-gaap:CommonClassAMember 2024-03-31 0001970622 us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001970622 ipxxu:ShareSubjectToPossibleRedemptionMember 2023-01-01 2023-12-31 0001970622 us-gaap:OverAllotmentOptionMember 2023-05-30 0001970622 us-gaap:CommonClassAMember us-gaap:IPOMember 2023-05-30 0001970622 us-gaap:WarrantMember us-gaap:CommonClassAMember 2024-03-31 0001970622 us-gaap:WarrantMember 2024-03-31 0001970622 ipxxu:PrivatePlacementWarrantsMember 2024-01-01 2024-03-31 0001970622 ipxxu:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2024-01-01 2024-03-31 0001970622 ipxxu:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2024-03-31 0001970622 ipxxu:PrivatePlacementWarrantsMember 2024-03-31 0001970622 ipxxu:PrivatePlacementWarrantsMember ipxxu:SponsorMember 2024-01-01 2024-03-31 0001970622 ipxxu:CantorFitzgeraldMember ipxxu:PrivatePlacementWarrantsMember 2024-01-01 2024-03-31 0001970622 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2024-03-31 0001970622 ipxxu:FounderSharesMember ipxxu:SponsorMember 2023-03-08 2023-03-08 0001970622 ipxxu:FounderSharesMember ipxxu:SponsorMember 2023-03-08 0001970622 ipxxu:FounderSharesMember 2023-03-08 2023-03-08 0001970622 2023-05-24 0001970622 ipxxu:FounderSharesMember ipxxu:SponsorMember 2023-05-24 2023-05-24 0001970622 ipxxu:FounderSharesMember ipxxu:SponsorMember 2023-05-24 0001970622 ipxxu:FounderSharesMember us-gaap:OverAllotmentOptionMember 2023-05-30 2023-05-30 0001970622 ipxxu:FounderSharesMember 2023-05-30 2023-05-30 0001970622 ipxxu:SponsorMember 2023-03-06 2023-12-31 0001970622 2023-05-30 0001970622 ipxxu:ServicesAndIndemnificationAgreementMember 2023-05-24 2023-05-24 0001970622 2024-03-01 2024-03-28 0001970622 2024-01-01 2024-01-31 0001970622 2024-01-01 2024-02-01 0001970622 us-gaap:RelatedPartyMember us-gaap:PrivatePlacementMember 2024-03-31 0001970622 ipxxu:UnderwritingAgreementMember us-gaap:OverAllotmentOptionMember 2024-01-01 2024-03-31 0001970622 us-gaap:IPOMember 2024-01-01 2024-03-31 0001970622 us-gaap:CommonClassBMember 2023-03-08 0001970622 ipxxu:SponsorMember us-gaap:CommonClassBMember 2023-03-08 2023-03-08 0001970622 ipxxu:SponsorMember us-gaap:CommonClassBMember 2023-03-08 0001970622 2023-05-24 2023-05-24 0001970622 ipxxu:FoundersMember 2023-05-24 2023-05-24 0001970622 ipxxu:FoundersMember 2023-05-30 2023-05-30 0001970622 us-gaap:CommonClassAMember 2024-01-01 2024-03-31 0001970622 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-03-31 0001970622 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE 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, Michael Blitzer, certify that:

I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2024 of Inflection Point Acquisition Corp. II;

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;

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

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: May 14, 2024

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

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:

I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2024 of Inflection Point Acquisition Corp. II;

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

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: May 14, 2024

	/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 March 31, 2024, 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:

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

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

Dated: May 14, 2024

	/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 March 31, 2024, 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:

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

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

Dated: May 14, 2024

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

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 14, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	INFLECTION POINT ACQUISITION CORP. II
Entity Central Index Key	0001970622
Entity File Number	001-41711
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	167 Madison Avenue
Entity Address, Address Line Two	Suite 205 #1017
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
Entity Phone Fax Numbers [Line Items]
City Area Code	(212)
Local Phone Number	476-6908
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Entity Listings [Line Items]
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
Trading Symbol	IPXXU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	IPXX
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Entity Listings [Line Items]
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
Trading Symbol	IPXXW
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		25,000,000
Class B Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		6,250,000

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 119,208	$ 275,665
Prepaid expenses	73,087	18,390
Prepaid insurance	75,292	205,604
Total Current Assets	267,587	499,659
Marketable securities held in Trust Account	262,321,431	258,971,518
Total Assets	262,589,018	259,471,177
Current liabilities:
Accrued expenses	433,659	234,985
Accrued offering costs	75,000	75,000
Total Current Liabilities	508,659	309,985
Deferred underwriting fee payable	13,100,000	13,100,000
Total Liabilities	13,608,659	13,409,985
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 25,000,000 issued and outstanding shares at redemption value of $10.49 and $10.36 per share as of March 31, 2024 and December 31, 2023, respectively	262,321,431	258,971,518
Shareholders’ Deficit
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(13,341,697)	(12,910,951)
Total Shareholders’ Deficit	(13,341,072)	(12,910,326)
Total Liabilities and Shareholders’ Deficit	262,589,018	259,471,177
Class A Ordinary Shares
Shareholders’ Deficit
Ordinary shares
Class B Ordinary Shares
Shareholders’ Deficit
Ordinary shares	$ 625	$ 625

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	5,000,000	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	25,000,000
Ordinary shares subject to possible redemption, value per share (in Dollars per share)	$ 10.49	$ 10.36
Ordinary shares, shares par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Class B Ordinary Shares
Ordinary shares, shares par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	6,250,000	6,250,000
Ordinary shares, shares outstanding	6,250,000	6,250,000

Condensed Statements of Operations (Unaudited) - USD ($)

1 Months Ended

3 Months Ended

Mar. 31, 2023

Mar. 31, 2024

Formation and operating costs

$ 6,203

$ 433,730

Loss from operations

(6,203)

(433,730)

OTHER INCOME

Interest income from bank

2,984

Dividend income earned on marketable securities held in Trust Account

3,349,913

Total other income

3,352,897

Net income (Loss)

(6,203)

2,919,167

Redeemable Shares

OTHER INCOME

Net income (Loss)

$ 3,349,913

Basic weighted average shares outstanding (in Shares)

25,000,000

Basic net income per share (in Dollars per share)

$ 0.12

Non-redeemable Shares

OTHER INCOME

Net income (Loss)

Basic weighted average shares outstanding (in Shares)

^[1]

5,500,000

6,250,000

Basic net income per share (in Dollars per share)

$ 0

$ (0.01)

[1]

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares

1 Months Ended

3 Months Ended

Mar. 31, 2023

Mar. 31, 2024

Redeemable Shares

Diluted weighted average shares outstanding

25,000,000

Diluted net income per share

$ 0.12

Non-redeemable Shares

Diluted weighted average shares outstanding

^[1]

5,500,000

6,250,000

Diluted net income per share

$ 0.00

$ (0.01)

[1]

Condensed Statements of Changes In Shareholders’ (Deficit) Equity (Unaudited) - USD ($)

Ordinary shares

Class A

Ordinary shares

Class B

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

^[1]

$ 633

24,367

25,000

Class B ordinary shares issued to Sponsor (in Shares)

^[1]

6,325,000

Net income (Loss)

(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 Dec. 31, 2023

$ 625

(12,910,951)

(12,910,326)

Balance (in Shares) at Dec. 31, 2023

6,250,000

Accretion for redeemable shares to redemption value

(3,349,913)

Net income (Loss)

2,919,167

Balance at Mar. 31, 2024

$ 625

$ (13,341,697)

$ (13,341,072)

Balance (in Shares) at Mar. 31, 2024

6,250,000

[1]

Condensed Statements of Cash Flows (Unaudited) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2024
Cash Flows from Operating Activities:
Net income (Loss)	$ (6,203)	$ 2,919,167
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares	5,845
Dividend income earned on marketable securities held in Trust Account		(3,349,913)
Changes in operating assets and liabilities:
Prepaid expenses	358	(54,697)
Prepaid insurance		130,312
Accrued expenses		198,674
Net cash used in operating activities		(156,457)
Net Change in Cash		(156,457)
Cash – Beginning of period		275,665
Cash – End of period		119,208
Supplemental disclosure of cash flow information:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	11,000
Deferred offering costs included in accrued offerings costs and expenses	166,147
Deferred offering costs paid through promissory note – related party	71,000
Prepaid services contributed by Sponsor in exchange for issuance of Class B ordinary shares	8,607
Accretion of Class A ordinary shares to redemption value		$ 3,349,913

Organization and Business Operations

3 Months Ended

Mar. 31, 2024

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

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and December 31, 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		29,242,197
Class A Ordinary Shares subject to possible redemption, December 31, 2023	$	258,971,518
Plus:
Accretion of carrying value to redemption value		3,349,913
Class A Ordinary Shares subject to possible redemption, March 31, 2024	$	262,321,431

Income Taxes

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 March 31,			For the Period from March 6, 2023 (inception) through March 31,
	2024			2023

Net Loss		(430,746	)		(6,203	)
Accretion of temporary equity to redemption value		—			—
Dividend income from Trust Account		3,349,913			—
Net income including accretion of temporary equity to redemption value		2,919,167			(6,203	)

	Three Months Ended March 31, 2024						For the Period from March 6, 2023 (inception) to March 31, 2023
	Redeemable shares			Non-redeemable shares			Redeemable shares		Non-redeemable shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(344,597	)	$	(86,149	)	$	—	$	(6,203	)
Accretion of temporary equity to redemption value		—			—			—		—
Net income including accretion of temporary equity to redemption value		3,349,913			—			—		—
Net income (loss)		3,005,316			(86,149	)		—		(6,203	)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000			6,250,000			—		5,500,000
Basic and diluted net income (loss) per ordinary share	$	0.12		$	(0.01	)	$	—	$	(0.00	)

Recent Accounting Pronouncements

Risks and Uncertainties

Initial Public Offering

3 Months Ended

Mar. 31, 2024

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

	●	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.

Private Placement

3 Months Ended

Mar. 31, 2024

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 IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

Promissory Note — Related Party

Services and Indemnification Agreement

Related Party Loans

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Registration Rights

Underwriters Agreement

Shareholders’ Deficit

3 Months Ended

Mar. 31, 2024

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

3 Months Ended

Mar. 31, 2024

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 8 — Fair Value Measurements

	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.

		March 31,		December 31,
Description	Level	2024		2023
Assets:
Marketable securities held in Trust Account	1	$	262,321,431	$	258,971,518

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 9 — Subsequent Events

Pay vs Performance Disclosure - USD ($)	1 Months Ended	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2023	Mar. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (6,203)	$ 2,919,167

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2024

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

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 March 31, 2024 and December 31, 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		29,242,197
Class A Ordinary Shares subject to possible redemption, December 31, 2023	$	258,971,518
Plus:
Accretion of carrying value to redemption value		3,349,913
Class A Ordinary Shares subject to possible redemption, March 31, 2024	$	262,321,431

Income Taxes

Income Taxes

Net Income per Ordinary Share

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 March 31,			For the Period from March 6, 2023 (inception) through March 31,
	2024			2023

Net Loss		(430,746	)		(6,203	)
Accretion of temporary equity to redemption value		—			—
Dividend income from Trust Account		3,349,913			—
Net income including accretion of temporary equity to redemption value		2,919,167			(6,203	)

	Three Months Ended March 31, 2024						For the Period from March 6, 2023 (inception) to March 31, 2023
	Redeemable shares			Non-redeemable shares			Redeemable shares		Non-redeemable shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(344,597	)	$	(86,149	)	$	—	$	(6,203	)
Accretion of temporary equity to redemption value		—			—			—		—
Net income including accretion of temporary equity to redemption value		3,349,913			—			—		—
Net income (loss)		3,005,316			(86,149	)		—		(6,203	)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000			6,250,000			—		5,500,000
Basic and diluted net income (loss) per ordinary share	$	0.12		$	(0.01	)	$	—	$	(0.00	)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Risks and Uncertainties

Risks and Uncertainties

Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Significant Accounting Policies [Abstract]

Schedule of Class A Ordinary Shares Subject to Redemption

At March 31, 2024 and December 31, 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		29,242,197
Class A Ordinary Shares subject to possible redemption, December 31, 2023	$	258,971,518
Plus:
Accretion of carrying value to redemption value		3,349,913
Class A Ordinary Shares subject to possible redemption, March 31, 2024	$	262,321,431

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 March 31,			For the Period from March 6, 2023 (inception) through March 31,
	2024			2023

Net Loss		(430,746	)		(6,203	)
Accretion of temporary equity to redemption value		—			—
Dividend income from Trust Account		3,349,913			—
Net income including accretion of temporary equity to redemption value		2,919,167			(6,203	)

	Three Months Ended March 31, 2024						For the Period from March 6, 2023 (inception) to March 31, 2023
	Redeemable shares			Non-redeemable shares			Redeemable shares		Non-redeemable shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(344,597	)	$	(86,149	)	$	—	$	(6,203	)
Accretion of temporary equity to redemption value		—			—			—		—
Net income including accretion of temporary equity to redemption value		3,349,913			—			—		—
Net income (loss)		3,005,316			(86,149	)		—		(6,203	)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000			6,250,000			—		5,500,000
Basic and diluted net income (loss) per ordinary share	$	0.12		$	(0.01	)	$	—	$	(0.00	)

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Measurements [Abstract]

Schedule of Assets that are Measured at Fair Value

		March 31,		December 31,
Description	Level	2024		2023
Assets:
Marketable securities held in Trust Account	1	$	262,321,431	$	258,971,518

Organization and Business Operations (Details) - USD ($)			3 Months Ended	12 Months Ended
	May 30, 2023	May 24, 2023	Mar. 31, 2024	Dec. 31, 2023
Organization and Business Operations [Line Items]
Shares purchases (in Shares)		575,000
Transaction costs			$ 18,361,877
Underwriting discount			4,400,000
Deferred underwriting fees			13,100,000
Offering costs			$ 861,877
Fair market value			80.00%
Initial public offering amount	$ 251,250,000
Business combination redemption rate	100.00%
Taxes payable			$ 100,000
Cash			119,208	$ 275,665
Working capital deficit			$ 241,072
Redeemable Warrant [Member]
Organization and Business Operations [Line Items]
Shares issued (in Shares)	1
Independent Auditors [Member]
Organization and Business Operations [Line Items]
Payments For Investment Of liquidation of the Trust Account if less than mentioned Per Unit (in Dollars per share)			$ 10.05
Sponsor [Member]
Organization and Business Operations [Line Items]
Shares purchases (in Shares)	6,000,000
Sponsor [Member] \| Independent Auditors [Member]
Organization and Business Operations [Line Items]
Payments for investment of liquidation (in Dollars per share)			$ 10.05
Investment Company Act [Member]
Organization and Business Operations [Line Items]
Outstanding voting securities rate			50.00%
Class A Ordinary Share [Member]
Organization and Business Operations [Line Items]
Proceeds from issuance initial public offering				$ 250,000,000
Shares issued (in Shares)	1
Share issued, price per share (in Dollars per share)	$ 11.5
Class A Ordinary Share [Member] \| Warrant [Member]
Organization and Business Operations [Line Items]
Shares issued (in Shares)	1
Share issued, price per share (in Dollars per share)	$ 11.5
Price per unit (in Dollars per share)			$ 11.5
IPO [Member]
Organization and Business Operations [Line Items]
Sale of stock (in Shares)	25,000,000
Price per share (in Dollars per share)	$ 10
Proceeds from issuance initial public offering	$ 250,000,000
Share issued, price per share (in Dollars per share)	$ 10
Price per unit (in Dollars per share)	$ 10.05
Over-Allotment Option [Member]
Organization and Business Operations [Line Items]
Sale of stock (in Shares)	3,000,000
Price per share (in Dollars per share)	$ 10
Private Placement Warrants [Member]
Organization and Business Operations [Line Items]
Share issued, price per share (in Dollars per share)	$ 1
Consummated sale of share (in Shares)	7,650,000
Aggregate warrants	$ 7,650,000
Shares purchases (in Shares)	7,650,000
Purchased shares (in Shares)	1,650,000
Public Share [Member]
Organization and Business Operations [Line Items]
Trust account per public share (in Dollars per share)			$ 10.05

Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Significant Accounting Policies [Line Items]
Cash	$ 119,208	$ 275,665
Class A Ordinary Shares [Member] \| Warrants [Member]
Significant Accounting Policies [Line Items]
Warrants are exercisable to purchase (in Shares)	20,150,000

Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Subject to Redemption - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of class A ordinary shares subject to redemption [Line Items]
Accretion of carrying value to redemption value	$ 3,349,913
Class A Ordinary Shares subject to possible redemption	258,971,518
Class A Ordinary Shares subject to possible redemption	$ 262,321,431	$ 258,971,518
Class A Ordinary Shares [Member]
Schedule of class A ordinary shares subject to redemption [Line Items]
Gross proceeds		250,000,000
Proceeds allocated to Public Warrants		(2,087,500)
Class A ordinary shares issuance cost		(18,183,179)
Share Subject to Possible Redemption [Member]
Schedule of class A ordinary shares subject to redemption [Line Items]
Accretion of carrying value to redemption value		$ 29,242,197

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2024
Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items]
Net income (loss)	$ (6,203)	$ (430,746)
Accretion of temporary equity to redemption value
Dividend income from Trust Account		3,349,913
Net income including accretion of temporary equity to redemption value	(6,203)	2,919,167
Redeemable shares [Member]
Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items]
Net income (loss)		3,005,316
Accretion of temporary equity to redemption value
Net income including accretion of temporary equity to redemption value		3,349,913
Numerator:
Allocation of net loss		$ (344,597)
Denominator:
Basic and diluted weighted average shares outstanding (in Shares)		25,000,000
Basic and diluted net income (loss) per ordinary share (in Dollars per share)		$ 0.12
Non-redeemable shares [Member]
Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items]
Net income (loss)	$ (6,203)	$ (86,149)
Accretion of temporary equity to redemption value
Net income including accretion of temporary equity to redemption value
Numerator:
Allocation of net loss	$ (6,203)	$ (86,149)
Denominator:
Basic and diluted weighted average shares outstanding (in Shares)	5,500,000	6,250,000
Basic and diluted net income (loss) per ordinary share (in Dollars per share)	$ 0	$ (0.01)

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) - $ / shares

1 Months Ended

3 Months Ended

Mar. 31, 2023

Mar. 31, 2024

Redeemable shares [Member]

Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items]

Diluted weighted average shares outstanding

25,000,000

Diluted net income (loss) per ordinary share

$ 0.12

Non-redeemable shares [Member]

Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items]

Diluted weighted average shares outstanding

^[1]

5,500,000

6,250,000

Diluted net income (loss) per ordinary share

$ 0.00

$ (0.01)

[1]

Initial Public Offering (Details)		3 Months Ended
Initial Public Offering (Details)	May 30, 2023 $ / shares shares	Mar. 31, 2024 $ / shares shares
Initial Public Offering [Line Items]
Number of shares issued per unit \| shares	1
Initial business combination expire term	5 years	5 years
Redemption to the warrant holders \| shares		18
Minimum number of trading days		20
Consecutive trading day threshold		30
Warrant [Member]
Initial Public Offering [Line Items]
Exercise price of warrants		$ 0.01
Class A Ordinary Share [Member]
Initial Public Offering [Line Items]
Purchase price per share	$ 11.5
Class A Ordinary Share [Member] \| Warrant [Member]
Initial Public Offering [Line Items]
Purchase price per share	$ 11.5
Exercise price of warrants		$ 18
Warrants shares outstanding \| shares		20,150,000
Shares price		$ 11.5
IPO [Member]
Initial Public Offering [Line Items]
Number of units sale \| shares	25,000,000
Purchase price per share	$ 10
Shares price	10.05
IPO [Member] \| Class A Ordinary Share [Member]
Initial Public Offering [Line Items]
Exercise price of warrants	$ 11.5
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Number of units sale \| shares	3,000,000

Private Placement (Details) - USD ($)		3 Months Ended	12 Months Ended
Private Placement (Details) - USD ($)	May 24, 2023	Mar. 31, 2024	Dec. 31, 2023
Private Placement [Line Items]
Warrant purchases	575,000
Business Combination [Member]
Private Placement [Line Items]
Percent of business combination transaction		100.00%
Private Placement Warrants [Member]
Private Placement [Line Items]
Warrant purchases		7,650,000
Share price (in Dollars per share)		$ 11.5
Private placement warrant, (in Dollars per share)		$ 1
Aggregate shares		7,650,000
Private Placement Warrants [Member] \| Sponsor [Member]
Private Placement [Line Items]
Aggregate shares		6,000,000
Class A Ordinary Shares [Member]
Private Placement [Line Items]
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]
Warrant purchases		1
Share price (in Dollars per share)		$ 11.5
Proceeds from sale of private placement warrants (in Dollars)		$ 7,650,000
Private Placement Warrants [Member] \| Cantor Fitzgerald & Co [Member]
Private Placement [Line Items]
Aggregate shares		1,650,000

Related Party Transactions (Details) - USD ($)				1 Months Ended				3 Months Ended	10 Months Ended
Related Party Transactions (Details) - USD ($)	May 30, 2023	May 24, 2023	Mar. 08, 2023	Mar. 28, 2024	Feb. 01, 2024	Jan. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Dec. 31, 2023
Related Party Transactions [Line Items]
Number of shares issued (in Shares)		575,000
Share capitalization (in Shares)		575,000
Shares forfeiture (in Shares)	75,000
Outstanding balance	$ 179,665
Monthly fee paid				$ 27,083	$ 24,091	$ 17,708
Service fees							$ 0	$ 65,890
Accrued expenses							$ 0	30,475
Working capital loans								$ 1,500,000
Founder Shares [Member]
Related Party Transactions [Line Items]
Number of shares issued (in Shares)			5,750,000
Shares issued (in Shares)	6,250,000
Founder Shares [Member] \| Sponsor [Member]
Related Party Transactions [Line Items]
Number of shares issued (in Shares)		6,325,000	25,000
Issued price per share (in Dollars per share)			$ 0.004
Aggregate shares (in Shares)		825,000
Services and Indemnification Agreement [Member]
Related Party Transactions [Line Items]
Expenses per month		$ 27,083
Sponsor [Member]
Related Party Transactions [Line Items]
Aggregate loan amount									$ 300,000
Class A Ordinary Shares [Member] \| Warrant [Member]
Related Party Transactions [Line Items]
Exceeds price per share (in Dollars per share)								$ 12
Price per share (in Dollars per share)								11.5
Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Issued price per share (in Dollars per share)	$ 10
Over-Allotment Option [Member] \| Founder Shares [Member]
Related Party Transactions [Line Items]
Shares forfeiture (in Shares)	75,000
Private Placement [Member]
Related Party Transactions [Line Items]
Number of shares issued (in Shares)	7,650,000
Private Placement [Member] \| Related Party [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)								$ 1

Commitments and Contingencies (Details) - USD ($)		3 Months Ended
Commitments and Contingencies (Details) - USD ($)	May 30, 2023	Mar. 31, 2024
Commitments and Contingencies [Line Items]
Stock forfeitured during period shares	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%
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Purchase an additional units	3,000,000
Price per unit	$ 10
Over-Allotment Option [Member] \| Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Purchase an additional units		3,300,000
Initial Public Offering [Member]
Commitments and Contingencies [Line Items]
Price per unit	$ 10
Aggregate of gross proceeds		$ 13,100,000

Shareholders’ Deficit (Details) - USD ($)				3 Months Ended
Shareholders’ Deficit (Details) - USD ($)	May 30, 2023	May 24, 2023	Mar. 08, 2023	Mar. 31, 2024	Dec. 31, 2023
Shareholders’ Deficit [Line Items]
Preferred stock, shares authorized				5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Preferred shares, shares issued
Preferred shares, shares outstanding
Capitalization of shares		575,000
Aggregate shares forfeiture	75,000
Founders [Member]
Shareholders’ Deficit [Line Items]
Share capitalization		6,325,000
Aggregate shares forfeiture		825,000
Share capitalization	6,250,000
Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Common stock, shares authorized				500,000,000	500,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Ordinary shares subject to possible redemption				25,000,000	25,000,000
Aggregate percentage				20.00%
Class B Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Common stock, shares authorized				50,000,000	50,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Ordinary shares, shares issued			5,750,000	6,250,000	6,250,000
Ordinary shares, shares outstanding				6,250,000	6,250,000
Class B Ordinary Shares [Member] \| Sponsor [Member]
Shareholders’ Deficit [Line Items]
Sponsor amount (in Dollars)			$ 25,000
Price per share (in Dollars per share)			$ 0.004

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value Measurements [Abstract]
Marketable securities	$ 262,321,431	$ 258,971,518

Fair Value Measurements (Details) - Schedule of Assets that are Measured at Fair Value - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Recurring [Member] \| Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 262,321,431	$ 258,971,518

Inflection Point Acquisi... (NASDAQ:IPXXW)
Historical Stock Chart
From Oct 2024 to Nov 2024

Click Here for more Inflection Point Acquisi... Charts.

Inflection Point Acquisi... (NASDAQ:IPXXW)
Historical Stock Chart
From Nov 2023 to Nov 2024

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

IPXXW Inflection Point Acquisition Corporation II

Inflection Point Acquisition Corporation II News

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

IPXXW Inflection Point Acquisition Corporation II

Inflection Point Acquisition Corporation II News

Your Recent History

Company

Business

Popular

Get The App