| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/21/2021 |
3. Issuer Name and Ticker or Trading Symbol
Inflection Point Acquisition Corp. [ IPAX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares | (1) | (1) | Class A Ordinary Shares | 8,625,000 | (1) | D(2) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of Class B ordinary shares are convertible for shares of the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-253963) (the "Registration Statement") and have no expiration date. The shares of Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,125,000 shares of Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. |
| 2. Inflection Point Holdings LLC is the record holder of the securities reported herein. Kingstown Capital Management, L.P. is the manager of Inflection Point Holdings LLC and shares voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. Kingstown Management GP LLC is the general partner of Kingstown Capital Management, L.P. and shares voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. Michael Blitzer and Guy Shanon are the Managing Members of Kingstown Management GP LLC and share voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. Each of Kingstown Management GP LLC, Kingstown Capital Management, LP, Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Inflection Point Holdings LLC other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly. |
| Remarks: |
| The Sponsor, Kingstown Capital Management, L.P. and Kingstown Management GP LLC may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Michael Blitzer and Guy Shanon are each members of the board of directors of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2, 24.3, 24,4 and 24.5 - Powers of Attorney. |
| /s/ Russell Deutsch, Attorney-in-Fact for Inflection Point Holdings LLC | 09/21/2021 | |
| /s/ Russell Deutsch, Attorney-in-Fact for Kingstown Capital Management, L.P. | 09/21/2021 | |
| /s/ Russell Deutsch, Attorney-in-Fact for Kingstown Management GP LLC | 09/21/2021 | |
| /s/ Russell Deutsch, Attorney-in-Fact for Michael Blitzer | 09/21/2021 | |
| /s/ Russell Deutsch, Attorney in Fact for Guy Shanon | 09/21/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24.1
POWER OF ATTORNEY
The undersigned constitutes and appoints Joel Rubinstein, Henrikki Harsu, Russell Deutsch, and Rana Ozer or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:
1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and
2. sign any and all SEC statements of beneficial ownership of securities of Inflection Point Acquisition Corp. (the “Company”) on Schedule 13G or 13D as required under Section 13(d) and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13(d) and Section 16(a) of the Exchange Act, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.
The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13G or Schedule 13D as required under Section 13(d) of the Exchange Act or any Form 3, 4 or 5 with the SEC.
Dated: February 3, 2021
| INFLECTION POINT HOLDINGS LLC | ||
| By: | Kingstown Capital Management, LP, its Manager | |
| By: | Kingstown Management GP LLC, its general partner | |
| By: | /s/ Michael Blitzer | |
| Name: | Michael Blitzer | |
| Title: | Managing Member | |
Exhibit 24.2
POWER OF ATTORNEY
The undersigned constitutes and appoints Joel Rubinstein, Henrikki Harsu, Russell Deutsch, and Rana Ozer or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:
1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and
2. sign any and all SEC statements of beneficial ownership of securities of Inflection Point Acquisition Corp. (the “Company”) on Schedule 13G or 13D as required under Section 13(d) and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13(d) and Section 16(a) of the Exchange Act, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.
The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13G or Schedule 13D as required under Section 13(d) of the Exchange Act or any Form 3, 4 or 5 with the SEC.
Dated: March 22, 2021
| KINGSTOWN CAPITAL MANAGEMENT L.P. | ||
| By: | /s/ Michael Blitzer | |
| Name: | Michael Blitzer | |
| Title: | General Partner | |
Exhibit 24.3
POWER OF ATTORNEY
The undersigned constitutes and appoints Joel Rubinstein, Henrikki Harsu, Russell Deutsch, and Rana Ozer or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:
1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and
2. sign any and all SEC statements of beneficial ownership of securities of Inflection Point Acquisition Corp. (the “Company”) on Schedule 13G or 13D as required under Section 13(d) and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13(d) and Section 16(a) of the Exchange Act, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.
The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13G or Schedule 13D as required under Section 13(d) of the Exchange Act or any Form 3, 4 or 5 with the SEC.
Dated: March 22, 2021
| KINGSTOWN MANAGEMENT GP, LLC | ||
| By: | /s/ Michael Blitzer | |
| Name: | Michael Blitzer | |
| Title: | Managing Member | |
Exhibit 24.4
POWER OF ATTORNEY
The undersigned constitutes and appoints Joel Rubinstein, Henrikki Harsu, Russell Deutsch, and Rana Ozer or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:
1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and
2. sign any and all SEC statements of beneficial ownership of securities of Inflection Point Acquisition Corp. (the “Company”) on Schedule 13G or 13D as required under Section 13(d) and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13(d) and Section 16(a) of the Exchange Act, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.
The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13G or Schedule 13D as required under Section 13(d) of the Exchange Act or any Form 3, 4 or 5 with the SEC.
Dated: March 8 2021
| By: | /s/ Michael Blitzer | |
| Name: | Michael Blitzer |
Exhibit 24.5
POWER OF ATTORNEY
The undersigned constitutes and appoints Joel Rubinstein, Henrikki Harsu, Russell Deutsch, and Rana Ozer or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:
1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and
2. sign any and all SEC statements of beneficial ownership of securities of Inflection Point Acquisition Corp. (the “Company”) on Schedule 13G or 13D as required under Section 13(d) and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13(d) and Section 16(a) of the Exchange Act, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.
The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13G or Schedule 13D as required under Section 13(d) of the Exchange Act or any Form 3, 4 or 5 with the SEC.
Dated: March 8 2021
| By: | /s/ Guy Shanon | |
| Name: | Guy Shanon |
Exhibit 99.1
Joint Filer Information
| Name of Joint Filer: | Inflection Point Holdings LLC |
| Address of Joint Filer: | c/o Inflection Point Acquisition Corp. |
| 34 East 51st Street, 5th Floor | |
| New York, NY 10022 | |
| Relationship of Joint Filer to Issuer: | 10% Owner, Director by deputization |
| Issuer Name and Ticker or Trading Symbol: | Inflection Point Holdings Corp. [IPAX] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 09/21/2021 |
| Name of Joint Filer: | Kingstown Capital Management, LP |
| Address of Joint Filer: | c/o Inflection Point Acquisition Corp. |
| 34 East 51st Street, 5th Floor | |
| New York, NY 10022 | |
| Relationship of Joint Filer to Issuer: | 10% Owner, Director by deputization |
| Issuer Name and Ticker or Trading Symbol: | Inflection Point Holdings Corp. [IPAX] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 09/21/2021 |
| Name of Joint Filer: | Kingstown Management GP LLC |
| Address of Joint Filer: | c/o Inflection Point Acquisition Corp. |
| 34 East 51st Street, 5th Floor | |
| New York, NY 10022 | |
| Relationship of Joint Filer to Issuer: | 10% Owner, Director by deputization |
| Issuer Name and Ticker or Trading Symbol: | Inflection Point Holdings Corp. [IPAX] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 09/21/2021 |
| Name of Joint Filer: | Michael Blitzer |
| Address of Joint Filer: | c/o Inflection Point Acquisition Corp. |
| 34 East 51st Street, 5th Floor | |
| New York, NY 10022 | |
| Relationship of Joint Filer to Issuer: | 10% Owner, Director, Officer (Co-Chief Executive Officer) |
| Issuer Name and Ticker or Trading Symbol: | Inflection Point Holdings Corp. [IPAX] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 09/21/2021 |
| Name of Joint Filer: | Guy Shanon |
| Address of Joint Filer: | c/o Inflection Point Acquisition Corp. |
| 34 East 51st Street, 5th Floor | |
| New York, NY 10022 | |
| Relationship of Joint Filer to Issuer: | 10% Owner, Director, Officer (Co-Chief Executive Officer) |
| Issuer Name and Ticker or Trading Symbol: | Inflection Point Holdings Corp. [IPAX] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 09/21/2021 |