0000950170-25-087265.txt : 20250617 0000950170-25-087265.hdr.sgml : 20250617 20250617150609 ACCESSION NUMBER: 0000950170-25-087265 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250617 DATE AS OF CHANGE: 20250617 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Inflection Point Acquisition Corp. III CENTRAL INDEX KEY: 0002012318 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 981773732 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94972 FILM NUMBER: 251053042 BUSINESS ADDRESS: STREET 1: 167 MADISON AVE STREET 2: SUITE 205 #1017 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2124766908 MAIL ADDRESS: STREET 1: 167 MADISON AVE STREET 2: SUITE 205 #1017 CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Linden Capital L.P. CENTRAL INDEX KEY: 0001349339 ORGANIZATION NAME: EIN: 980430338 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 BUSINESS PHONE: 441-294-3202 MAIL ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001349339 XXXXXXXX LIVE Class A ordinary shares, par value $0.0001 per share 06/12/2025 0002012318 Inflection Point Acquisition Corp. III G47875102 167 Madison Avenue, Suite 205 #1017 New York NY 10016 Rule 13d-1(c) Linden Capital L.P. a D0 0 1514734 0 1514734 1514734 N 5.8 PN Linden GP LLC a DE 0 1514734 0 1514734 1514734 N 5.8 HC Linden Advisors LP a DE 0 1590000 0 1590000 1590000 N 6.1 IA PN Siu Min Wong a X1 0 1590000 0 1590000 1590000 N 6.1 IN HC Inflection Point Acquisition Corp. III 167 Madison Avenue, Suite 205 #1017, New York, NY 10016 This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons") i) Linden Capital L.P., a Bermuda limited partnership ("Linden Capital"); ii) Linden GP LLC, a Delaware limited liability company ("Linden GP"); iii) Linden Advisors LP, a Delaware limited partnership ("Linden Advisors"); and iv) Siu Min (Joe) Wong ("Mr. Wong"). This Statement relates to Class A ordinary shares, par value $0.0001 per share (the "Shares") of Inflection Point Acquisition Corp. III (the "Issuer") held for the account of Linden Capital. Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by Linden Capital. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022. i) Linden Capital is a Bermuda limited partnership. ii) Linden GP is a Delaware limited liability company. iii) Linden Advisors is a Delaware limited partnership. iv) Mr. Wong is a citizen of China (Hong Kong) and the United States. Y As of June 12, 2025, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 1,590,000 Shares. This amount consists of 1,514,734 Shares held by Linden Capital and 75,266 Shares held by separately managed accounts. As of June 12, 2025 each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,514,734 Shares held by Linden Capital. As of June 12, 2025, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 6.1% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 5.8% of Shares outstanding. These percentages are based on 26,040,000 Shares outstanding based on disclosures by the issuer in its quarterly report on Form 10-Q filed on June 9, 2025. Linden Capital and Linden GP: 0 Linden Advisors and Mr. Wong: 0 Linden Capital and Linden GP: 1,514,734 Linden Advisors and Mr. Wong: 1,590,000 Linden Capital and Linden GP: 0 Linden Advisors and Mr. Wong: 0 Linden Capital and Linden GP: 1,514,734 Linden Advisors and Mr. Wong: 1,590,000 Y N See disclosure in Items 2 and 4 hereof. N See disclosure in Item 2 hereof. N See Exhibit A attached hereto. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Linden Capital L.P. /S/ Saul Ahn Saul Ahn, Authorized Signatory 06/18/2025 Linden GP LLC /S/ Saul Ahn Saul Ahn, Authorized Signatory 06/18/2025 Linden Advisors LP /S/ Saul Ahn Saul Ahn, General Counsel 06/18/2025 Siu Min Wong /S/ Saul Ahn Saul Ahn, Attorney-in-Fact for Siu Min Wong** 06/18/2025 **Duly authorized under Siu Min Wong's Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II. EX-1 2 ck0001349339-ex1.htm EX-1 EX-1

EXHIBIT A

 

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Inflection Point Acquisition Corp. III dated as of June 18, 2025 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Dated: June 18, 2025

 

 

LINDEN CAPITAL L.P.

By: Linden GP LLC, its general partner

By: /S/ Saul Ahn

Saul Ahn,

Authorized Signatory

 

LINDEN GP LLC

By: /S/ Saul Ahn

Saul Ahn,

Authorized Signatory

 

LINDEN ADVISORS LP

By: /S/ Saul Ahn

Saul Ahn,

General Counsel

 

SIU MIN WONG

By: /S/ Saul Ahn

Saul Ahn, Attorney-in-Fact for Siu Min Wong**

 

___________

 

**Duly authorized under Siu Min Wong's Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.