SEC Form 3

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* Inflection Point Holdings II LLC (Last) (First) (Middle) C/O INFLECTION POINT ACQUISITION CORP.II 167 MADISON AVENUE, SUITE 205 #1017 (Street) NEW YORK NY 10016 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/24/2023	3. Issuer Name and Ticker or Trading Symbol Inflection Point Acquisition Corp. II [ IPXX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) X Other (specify below) See Remarks See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	6,325,000	(1)	D(2)

1. Name and Address of Reporting Person* Inflection Point Holdings II LLC (Last) (First) (Middle) C/O INFLECTION POINT ACQUISITION CORP.II 167 MADISON AVENUE, SUITE 205 #1017 (Street) NEW YORK NY 10016 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) X Other (specify below) See Remarks See Remarks

1. Name and Address of Reporting Person* BLITZER MICHAEL (Last) (First) (Middle) C/O INFLECTION POINT ACQUISITION CORP.II 167 MADISON AVENUE, SUITE 205 #1017 (Street) NEW YORK NY 10016 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

Explanation of Responses:

1. The Class B ordinary shares are convertible for 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. 333-271128) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 825,000 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 II LLC is the record holder of the securities reported herein. Michael Blitzer is the managing member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings II LLC. Michael Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Inflection Point Holdings II LLC may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. Michael Blitzer is a member 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 and 24.2 - Powers of Attorney.

	/s/ Michael Blitzer for Inflection Point Holdings II LLC, Name: Michael Blitzer Title: Managing Member	05/24/2023
	/s/ Michael Blitzer	05/24/2023
	** Signature of Reporting Person	Date
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