季度：截至2026年3月31日（2026財年第一季）

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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, 2026 
 
 ☐ 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: 001-42614 
 
 INFLECTION POINT ACQUISITION CORP. III 
(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) 295-5830 
(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 right to receive one-tenth (1/10) of one Class A ordinary share IPCXU The Nasdaq Stock Market LLC 

 Class A ordinary shares, par value $0.0001 par value IPCX The Nasdaq Stock Market LLC 

 Rights, each entitling the holder to receive one tenth (1/10) of one Class A ordinary share IPCXR The Nasdaq Stock Market LLC 

 
 Indicate by check 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 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, 2026, there were 26,040,000 Class A ordinary shares, $0.0001 par value per share and 8,433,333 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.  
 

 

 

 

 

 
INFLECTION POINT ACQUISITION CORP. III
 
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
 
TABLE OF CONTENTS
 

 
 
Page

Part I. Financial Information
 
1

Item 1. Financial Statements
 
1

Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025
 
1

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026, and 2025 (Unaudited)
 
2

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026, and 2025 (Unaudited)
 
3

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)
 
4

Notes to Condensed Consolidated Financial Statements (Unaudited)
 
5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
23

Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk
 
31

Item 4. Controls and Procedures
 
31

Part II. Other Information
 
32

Item 1. Legal Proceedings
 
32

Item 1A. Risk Factors
 
32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
32

Item 3. Defaults Upon Senior Securities
 
33

Item 4. Mine Safety Disclosures
 
33

Item 5. Other Information
 
33

Item 6. Exhibits
 
33

Part III. Signatures
 
34

 

 

 

 
PART I - FINANCIAL INFORMATION
 
Item 1. Interim Financial Condensed Consolidated Statements.
 
INFLECTION POINT ACQUISITION CORP. III

CONDENSED CONSOLIDATED BALANCE SHEETS
 

  
March 31, 
 2026  
December 31,
 2025 

  
(Unaudited)  
  

ASSETS 
   
  

Current assets 
   
  

 Cash $834,598  $1,126,011  

 Prepaid expenses and other current assets  239,414   174,127  

 Total Current Assets  1,074,012   1,300,138  

  
    
   

 Deferred offering costs  —   —  

 Long-term prepaid insurance  11,643   53,557  

 Other receivable – dividend income  790,642   824,770  

 Cash and marketable securities held in Trust Account  261,298,144   258,955,961  

 TOTAL ASSETS $263,174,441  $261,134,426  

  
    
   

LIABILITIES AND SHAREHOLDERS’ DEFICIT 
    
   

Current liabilities 
    
   

 Accounts payable and accrued expenses $222,409  $302,149  

 Accrued offering costs  75,000   75,000  

 Advances from related party  13,921   80,638  

 Promissory note – related party  187   187  

 Total current liabilities  311,517   457,974  

 Deferred legal fees  3,023,074   2,517,919  

 Deferred underwriting fee payable  12,045,000   12,045,000  

 TOTAL LIABILITIES  15,379,591   15,020,893  

  
    
   

 Commitments         

  
    
   

 Class A ordinary shares subject to possible redemption, 25,300,000 shares at a redemption value of $10.35 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively  261,838,786   259,780,731  

  
    
   

Shareholders’ Deficit 
    
   

 Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding  —   —  

 Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 740,000 shares issued and outstanding, excluding 25,300,000 shares subject to possible redemption as of March 31, 2026 and December 31, 2025  74   74  

 Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,433,333 shares issued and outstanding at March 31, 2026 and December 31, 2025  844   844  

 Additional paid-in capital  —   —  

 Accumulated deficit  (14,044,854)  (13,668,116) 

 Total Shareholders’ Deficit  (14,043,936)  (13,667,198) 

 TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $263,174,441  $261,134,426  

 
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
 

1

 

 
INFLECTION POINT ACQUISITION CORP. III

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 

  
For the Three Months 
 Ended March 31, 

  
2026  
2025 

 Formation and operating costs $626,738  $80,334  

 Loss from operations  (626,738)  (80,334) 

  
    
   

OTHER INCOME 
    
   

 Dividends earned on marketable securities held in Trust Account  2,308,055   —  

 Total other income, net  2,308,055   —  

  
    
   

 NET INCOME (LOSS) $1,681,317  $(80,334) 

  
    
   

 Weighted average shares outstanding, Redeemable shares  25,300,000   —  

 Basic and diluted net income per share, Redeemable shares $0.07  $—  

 Weighted average shares outstanding, Non-redeemable shares(1) (2)  9,173,333   7,333,333  

 Basic and diluted net loss per share, Non-redeemable shares $(0.01) $(0.01) 

 
 (1) For the three months ended March 31, 2025, excludes up to 1,100,000 of the founder shares that were subject to surrender by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised (Note 5). On April 28, 2025, the Company consummated the Initial Public Offering of 25,300,000 units at $10.00 per unit, which includes the full exercise of the underwriter’s over-allotment option, therefore the 1,100,000 founder shares are no longer subject to forfeiture. 
  
 (2) On October 10, 2024, in connection with a recapitalization, the Company issued the Sponsor an additional 1,916,667 Class B ordinary shares for no additional consideration, following which the Sponsor holds 7,666,667 Class B ordinary shares. On November 18, 2024, the Company effected a share capitalization of 766,667 Class B ordinary shares, as a result of which the Sponsor owns 8,433,333 founder shares for which it paid approximately $0.003 per share. All share amounts have been retroactively restated to reflect these adjustments. 
  
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
 

2

 

 
INFLECTION POINT ACQUISITION CORP. III

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
 
FOR THE THREE MONTHS ENDED MARCH 31, 2026
 

  
Class A
 Ordinary Shares  
Class B
 Ordinary Shares  
Additional Paid-in  
Accumulated  
Total Shareholder’s 

  
Shares  
Amount  
Shares  
Amount  
Capital  
Deficit  
Deficit 

 Balance – December 31, 2025 740,000  $74  8,433,333  $844  $—  $(13,668,116)  $(13,667,198)  

  
    
    
    
    
    
    
   

 Accretion for Class A ordinary shares to redemption amount  —   —   —   —   —   (2,058,055)  (2,058,055) 

  
    
    
    
    
    
    
   

 Net income  —   —   —   —   —   1,681,317   1,681,317  

  
    
    
    
    
    
    
   

 Balance – March 31, 2026  740,000  $74   8,433,333  $844  $—  $(14,044,854) $(14,043,936) 

 
FOR THE THREE MONTHS ENDED MARCH 31, 2025
 

  
Class A
 Ordinary Shares  
Class B
 Ordinary Shares  
Additional Paid-in  
Accumulated  
Total
 Shareholder’s 

  
Shares  
Amount  
Shares  
Amount  
Capital  
Deficit  
Deficit 

 Balance — January 1, 2025 —  $—  8,433,333  $844  $24,156  $(85,796)  $(60,796)  

  
    
    
    
    
    
    
   

 Net loss  —   —   —   —   —   (80,334)  (80,334) 

  
    
    
    
    
    
    
   

 Balance – March 31, 2025  —  $—   8,433,333  $844  $24,156  $(166,130) $(141,130) 

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

3

 

 
INFLECTION POINT ACQUISITION CORP. III

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 

  
For the Three Months 
 Ended March 31, 

  
2026  
2025 

Cash Flows from Operating Activities: 
   
  

 Net income (loss) $1,681,317  $(80,334) 

Adjustments to reconcile net income (loss) to net cash used in operating activities: 
    
   

Operating costs paid via promissory note – related party 
 —  
 5,000 

 Dividends earned on marketable securities held in Trust Account  (2,308,055)  —  

Changes in operating assets and liabilities: 
    
   

 Prepaid expenses and other current assets  (65,287)  2,738  

 Long Term prepaid insurance  41,914   —  

 Accounts payable and accrued expenses  (79,740)  72,596  

 Deferred legal fee  505,155   —  

 Net cash used in operating activities  (224,696)  —  

  
    
   

Cash Flows from Financing Activities: 
    
   

 Repayment of advances from related party  (80,638)  —  

 Advances from related party  13,921   —  

 Net cash used in financing activities  (66,717)  —  

  
    
   

 Net Change in Cash  (291,413)  —  

 Cash – Beginning of period  1,126,011   —  

 Cash – End of period $834,598  $—  

  
    
   

Non-Cash investing and financing activities: 
    
   

 Deferred offering costs included in accrued offering costs $—  $182,081  

 Deferred offering costs included in deferred legal fees $—  $18,220  

 Deferred offering costs paid through promissory note - related party $—  $5,866  

 Accretion of Class A ordinary shares to redemption value $2,058,055  $—  

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

4

 

 
INFLECTION POINT ACQUISITION CORP. III
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(Unaudited)
 

 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
 
Inflection Point Acquisition Corp. III (the “Company” or “Inflection Point”) is a special purpose acquisition company incorporated as a Cayman Islands exempted company on January 31, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). On August 5, 2025, in connection with the Company’s Business Combination Agreement (as defined below) IPCX Merger Sub Limited, a Cayman Islands exempted company (hereinafter, “Merger Sub”), was formed and is wholly-owned subsidiary of the Company.
 
Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to capitalize on the ability of its management team to identify and combine with a business or businesses that can benefit from its management team’s established global relationships and operating experience. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
 
As of March 31, 2026, the Company had not commenced any operations. All activity for the period from January 31, 2024 (inception) through March 31, 2026, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which occurred on April 28, 2025 (as described below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering and the concurrent sale of the Private Placement Units (as defined below). The Company has selected December 31 as its fiscal year end.
 
The Company’s sponsor is Inflection Point Holdings III LLC (the “Sponsor”).
 
 On February 5, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of our offering and formation costs in exchange for 5,750,000 Class B ordinary shares (the “Founder Shares”). Subsequently on October 10, 2024, the Company effected a share capitalization of 1,916,667 Class B ordinary shares, as a result of which the Sponsor owned 7,666,667 Founder Shares. On November 18, 2024, the Company effected a share capitalization of 766,667 Class B ordinary shares, as a result of which the Sponsor owns 8,433,333 Founder Shares for which it paid approximately $0.003 per share. The share capitalizations are disclosed as retroactive adjustments. The Founder Shares include an aggregate of up to 1,100,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares collectively represents 25% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (excluding the Private Placement Units). As a result of the full exercise of the over-allotment option by the underwriter, the 1,100,000 Founder Shares are no longer subject to forfeiture. 
 
 The registration statement for the Company’s Initial Public Offering was declared effective on April 24, 2025. On April 28, 2025, the Company consummated the Initial Public Offering of 25,300,000 units at $10.00 per unit (the “Public Units” and with respect to the ordinary shares included in the Public Units, the “Public Shares”), which includes the full exercise of the underwriters’ over-allotment option of 3,300,000 Units (see Note 3), generating gross proceeds of $253,000,000. Each Public Unit consists of one Class A ordinary share and one right (the “Public Rights”) to receive one-tenth of one Class A ordinary share upon the consummation of an initial business combination. 
 
 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 740,000 units (the “Private Placement Units” and together with the Public Units, the “Units”), to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters (“Cantor”), at a price of $10.00 per unit, or $7,400,000 in the aggregate. Of the 740,000 Private Placement Units, the Sponsor purchased 500,000 Private Placement Units and Cantor purchased 240,000 Private Placement Units. 
 

5

 

 
INFLECTION POINT ACQUISITION CORP. III
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(Unaudited)
 
 Transaction costs amounted to $17,305,941, consisting of $4,400,000 of cash underwriting fee, $12,045,000 of deferred underwriting fee, and $860,941 of other offering costs. 
 
 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete one or more Business Combinations having an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes paid or payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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. Upon the closing of the Initial Public Offering on April 28, 2025, an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Units, are held in the trust account (“Trust Account”) and will be initially be 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; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination and, may at any time be held as cash or cash items, including in demand deposit accounts at a bank, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. 
 
 The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares in connection with the completion of a Business Combination either (i) in connection with a general meeting called to approve the 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 Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion (the “Redemption Price”) of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including interest earned on the funds held in the Trust Account (net of amounts withdrawn to fund our working capital requirements, subject to an annual limit of $250,000 (plus the rollover of unused amounts from prior years), and/or to pay for our taxes (any withdrawals to pay for our taxes (which shall exclude any 1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of 2022 that is imposed on us, if any) shall not be subject to the $250,000 annual limitation described in the foregoing)) (such withdrawals, “Permitted Withdrawals”). 
 
The Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
 
If the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the Company’s ordinary shares which are represented in person or by proxy and are voted at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), the Private Placement Shares (as defined in Note 4) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination (subject to applicable law). Cantor has agreed to vote its Private Placement Shares in favor of approving a Business Combination and to waive its redemption rights with respect to such shares in connection with a shareholder vote to approve a Business Combination (subject to applicable law). Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
 

6

 

 
INFLECTION POINT ACQUISITION CORP. III
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(Unaudited)
 
 Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the then-outstanding Public Shares without the Company’s prior written consent. 
 
 The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares (as defined in Note 4) and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Completion Window (as defined below) or (ii) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Units if the Company fails to complete a Business Combination. 
 
 The Company will have until the date that is (i) 24 months from the closing of the Initial Public Offering or such earlier liquidation date as the board of directors may approve or (ii) such later date approved by the holders of the Company’s ordinary shares pursuant to an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (such date, the “Completion Window”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Completion Window, the Company will as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding 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 and not previously released as Permitted Withdrawals (less taxes paid or payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and 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 its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 
 
 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Units if the Company fails to complete a Business Combination within the Completion Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Completion Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per share ($10.00). 
 
 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, or by 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, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) 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 $10.00 per Public Share due to reductions in the value of trust assets, less taxes paid or payable. This 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 nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 
 

7

 

  
INFLECTION POINT ACQUISITION CORP. III
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(Unaudited)
 
Air Water Business Combination
 
On August 25, 2025, Inflection Point, Air Water Ventures Holdings Limited, a Cayman Islands exempted company (“Air Water”), Air Water Ventures Limited, a Cayman Islands exempted company (“PubCo”) and Merger Sub, entered into a Business Combination Agreement (the “Air Water Business Combination Agreement”).
 
Pursuant to terms of the Air Water Business Combination Agreement and subject to the terms and conditions set forth therein: (a) Inflection Point will be merged with and into PubCo, as a result of which the separate corporate existence of Inflection Point shall cease and PubCo shall continue as the surviving company (the “First Merger”), and (b) one business day after the First Merger, Air Water will be merged with and into Merger Sub, as a result of which the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving company (such surviving company after such merger, “Air Water OpCo”) and a wholly owned direct subsidiary of PubCo (the “Second Merger” and, together with the First Merger, the “Mergers” and the Mergers together with the other transactions contemplated by the Business Combination Agreement, the “Air Water Business Combination”), resulting in a combined company whereby PubCo will own Air Water OpCo and substantially all of the assets and the business of the combined company will be held and operated by Air Water OpCo and its subsidiaries.
 
Structure and consideration
 
One day prior to the First Merger Effective Date (as defined below):
 
 (i) each then-issued and outstanding Units shall be automatically detached and separated into one Class A ordinary share and one right to receive one-tenth of one Class A ordinary share, upon the closing of Inflection Point’s initial business combination (each a “Right”); 
 
 (ii) pursuant to Inflection Point’s Amended and Restated Memorandum and Articles of Association and the Sponsor Support Agreement (as defined below) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Inflection Point will convert automatically, on a one-for-one basis, into one Class A ordinary share of Inflection Point; and 
  
 (iii) each Right that is then-issued and outstanding shall be automatically converted into one-tenth of one Class A ordinary share of Inflection Point (the “Rights Conversion”) (provided that if a holder of Rights would be entitled to receive a fraction of a Class A ordinary share upon the Rights Conversion, the number of Class A ordinary shares issued to such holder upon the Rights Conversion will be rounded down to the nearest whole number of Class A ordinary shares without cash settlement for such rounded fraction). 
 
At the effective time of the First Merger (the “First Merger Effective Time”), by virtue of the First Merger and without any action on the part of any party or the holders of securities of Inflection Point or PubCo:
 
 (i) each Class A ordinary share (other than any Excluded Shares, Redeeming Shares and Inflection Point Dissenting Shares, each as defined below), which is issued and outstanding immediately prior to the First Merger Effective Time, shall be converted into the right to receive one ordinary share, par value $0.0001 per share, of PubCo (each a “PubCo Ordinary Share”); 
  
 (ii) each ordinary share held by Inflection Point, if any (the “Excluded Shares”), that is issued and outstanding immediately prior to the First Merger Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, without any conversion thereof and no consideration shall be paid with respect thereto; 
 
 (iii) each Public Share properly tendered for redemption in connection with the Air Water Business Combination pursuant to the Amended and Restated Memorandum and Articles of Association (the “Redeeming Shares”) will be redeemed by Inflection Point (the “Redemption”) and each Redeeming Share shall automatically be cancelled and shall cease to exist, and each holder of such Redeeming Shares shall thereafter cease to have any rights with respect to such securities except the right to be paid the Redemption Price in accordance with the Amended and Restated Memorandum and Articles of Association; 
 

8

 

 
INFLECTION POINT ACQUISITION CORP. III
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(Unaudited)
 
 (iv) each ordinary share issued and outstanding immediately prior to the First Merger Effective Time and held by a shareholder who is entitled to demand and has properly exercised in writing dissenter rights in respect of such shares in accordance with Section 238 of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) and who has otherwise complied with all of the provisions of the Companies Act relevant to the exercise and perfection of dissenters’ rights (such ordinary shares being referred to collectively as the “Inflection Point Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s dissenter rights under the Companies Act with respect to such shares) shall no longer be outstanding and shall automatically be cancelled by virtue of the First Merger, and the holder of such Inflection Point Dissenting Share shall thereafter cease to have any rights with respect to such Inflection Point Dissenting Share, but instead shall be entitled to the right to be paid the fair value of such Inflection Point Dissenting Share and such other rights as are granted by Section 238 of the Companies Act; provided, however, that if, after the First Merger Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to dissent pursuant to Section 238 of the Companies Act, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Companies Act, such ordinary shares shall cease to be Inflection Point Dissenting Shares and shall be treated as if they had been converted as of the First Merger Effective Time into the right to receive the consideration provided by clause (i) above without interest thereon; and 
 
 (v) each PubCo Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time shall be irrevocably surrendered to PubCo for cancellation and for consideration equal to the subscription price (if any) that was paid for such PubCo Ordinary Share. 
 
At the effective time of the Second Merger (the “Second Merger Effective Time”) by virtue of the Second Merger and without any action on the part of any party or the holders of securities of Air Water or PubCo:
 
 (i) each ordinary share of a nominal or par value of $0.01344 per share of Air Water (each an “Air Water Ordinary Share”) that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to the Exchange Ratio (as defined below); 
  
 (ii) each series A1 redeemable preference shares of a nominal or par value of $0.0001 per share of Air Water (each an “Air Water Series A-1 Preferred Share”) and series A2 redeemable preference shares of a nominal or par value of $0.0001 per share of Air Water (each an “Air Water Series A-2 Preferred Share,” together with the Air Water Series A-1 Preferred Shares, the “Air Water Series A Preferred Shares” and together with the Air Water Ordinary Shares, the “Air Water Shares”) that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of series A preferred shares of US $0.001 par value per share of PubCo (each a “PubCo Series A Preferred Share”) equal to (i) the aggregate Accrued Value (as defined in Air Water’s amended and restated memorandum and articles of association) attributable to such Air Water Series A Preferred Share divided by (ii) $1,000; 
  
 (iii) each warrant to purchase Air Water Ordinary Shares (each an “Air Water Warrant”) that is issued and outstanding immediately prior to the Second Merger Effective Time that was issued pursuant to a Pre-Funded PIPE Subscription Agreement or PIPE Agreement (each as defined below), will be converted into the right to receive a warrant to purchase PubCo Ordinary Shares (each a “PubCo Series A Investor Warrant”) exercisable for a number of PubCo Ordinary Shares equal to (x) the number of Air Water Ordinary Shares issuable upon conversion of the holder’s Air Water Series A Preferred Shares upon a hypothetical conversion of such Air Water Series A Preferred Shares immediately prior to the Second Merger multiplied by (y) the Exchange Ratio; 
 

9

 

 
INFLECTION POINT ACQUISITION CORP. III
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(Unaudited)
 
 (iv) each Air Water Warrant that is issued and outstanding immediately prior to the Second Merger Effective Time which was not issued pursuant to a Pre-Funded PIPE Subscription Agreement or PIPE Agreement, will be converted into the right to receive a PubCo Series A Investor Warrant exercisable for a number of PubCo Ordinary Shares equal to the number of Air Water Ordinary Shares issuable upon a hypothetical conversion of such Air Water Warrant as of immediately prior to the Second Merger; 
 
 (v) each restricted stock unit of Air Water (each an “Air Water RSU”) that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive restricted share units subject to PubCo Ordinary Shares (each a “PubCo RSU”) on the same terms and conditions (including applicable vesting, settlement and termination provisions) as are in effect with respect to each such award of Air Water RSUs; provided, that each award of PubCo RSUs will be subject to the number of PubCo Ordinary Shares equal to the product of (x) the number of whole Air Water Ordinary Shares that were subject to such award of Air Water RSUs (with any fractional share otherwise resulting rounded down to the nearest whole share) immediately prior to the Second Merger Effective Time, multiplied by (y) the Exchange Ratio; 
 
 (vi) each performance-based restricted share unit granted that entitles the holder to a number of Earnout Shares (as defined below), determined based on the pro-rata portion of Earnout Shares attributable to such holder’s Air Water RSUs, subject to achievem