SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Inflection Point Acquisition Corp. III (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G47875102 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G
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CUSIP No. | G47875102 |
1 | Names of Reporting Persons
Inflection Point Holdings III LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,933,333.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
25.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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CUSIP No. | G47875102 |
1 | Names of Reporting Persons
Inflection Point Asset Management LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,933,333.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
25.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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CUSIP No. | G47875102 |
1 | Names of Reporting Persons
Michael Blitzer | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,933,333.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
25.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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Item 1. | ||
(a) | Name of issuer:
Inflection Point Acquisition Corp. III | |
(b) | Address of issuer's principal executive offices:
167 Madison Avenue, Suite 205 #1017, New York, New York 10016 | |
Item 2. | ||
(a) | Name of person filing:
Inflection Point Holdings III LLC ("IPH").
Inflection Point Asset Management LLC ("IPAM").
Michael Blitzer ("Mr. Blitzer").
Each of such persons is referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons." This Schedule 13G is being filed pursuant to a Joint Filing Agreement, attached hereto as Exhibit 1. | |
(b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is as follows:
167 Madison Ave, Suite 205 #1017
New York, New York 10016 | |
(c) | Citizenship:
See the responses to Item 4 of the attached cover pages. | |
(d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share | |
(e) | CUSIP No.:
G47875102 | |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
See the response to row 9 of the cover page of each Reporting Person. IPH is the record holder of such shares. IPAM is the manager of IPH. Mr. Blitzer is the Chief Investment Officer of IPAM. Mr. Blitzer controls each of IPH and IPAM, including the exercise of voting and investment discretion over the securities of held by IPH. Each of IPAM and Mr. Blitzer disclaim any beneficial ownership of the securities held by IPH other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. Excludes 50,000 Class A ordinary shares issuable upon conversion of 500,000 rights, to receive one-tenth of one Class A ordinary share, subject to adjustment, upon the consummation of the Issuer's initial business combination, which are not deemed convertible within 60 days. | |
(b) | Percent of class:
See the response to row 11 of the cover page of each Reporting Person. Percentage ownership is based on an aggregate of 34,473,333 Class A ordinary shares, consisting of (i) 26,040,000 Class A ordinary shares outstanding as of August 14, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q (File No. 001-42614) filed on August 14, 2025 plus (ii) 8,433,333 Class A ordinary shares issuable upon conversion of 8,433,333 Class B ordinary shares, par value $0.0001 per share, held by IPH. | |
(c) | Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
See the response to row 5 of the cover page of each Reporting Person. | ||
(ii) Shared power to vote or to direct the vote:
See the response to row 6 of the cover page of each Reporting Person, as well as the answer to Item 4(a). | ||
(iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the cover page of each Reporting Person. | ||
(iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the cover page of each Reporting Person, as well as the answer to Item 4(a). | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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Item 10. | Certifications: |
Not Applicable
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SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1 - Joint Filing Agreement, dated as of August 14, 2025, among the Reporting Persons. |