Sec Form 3 Filing - Inflection Point Holdings III LLC @ Inflection Point Acquisition Corp. III - 2025-04-24

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 III LLC
2. Issuer Name and Ticker or Trading Symbol
Inflection Point Acquisition Corp. III [ IPCX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O INFLECTION POINT ACQ CORP. III, 167 MADISON AVENUE, SUITE 205 #1017
3. Date of Earliest Transaction (MM/DD/YY)
04/24/2025
(Street)
NEW YORK, NY10016
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares, par value $0.0001 per share ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 8,433,333 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Inflection Point Holdings III LLC
C/O INFLECTION POINT ACQ CORP. III
167 MADISON AVENUE, SUITE 205 #1017
NEW YORK, NY10016
X X See Remarks
Inflection Point Asset Management LLC
C/O INFLECTION POINT ACQ CORP. II
167 MADISON AVENUE, SUITE 205 #1017
NEW YORK, NY10016
X X See Remarks
BLITZER MICHAEL
C/O INFLECTION POINT ACQ CORP. II
167 MADISON AVENUE, SUITE 205 #1017
NEW YORK, NY10016
X X See Remarks
Signatures
v/s/ Michael Blitzer for Inflection Point Holdings III LLC, Name: Michael Blitzer Title: Chief Investment Officer of Manager 04/24/2025
Signature of Reporting Person Date
/s/ Michael Blitzer for Inflection Point Asset Management LLC, Name: Michael Blitzer Title: Chief Investment Officer 04/24/2025
Signature of Reporting Person Date
/s/ Michael Blitzer 04/24/2025
Signature of Reporting Person Date
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. 333-283427) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,100,000 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 III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Remarks:
Inflection Point Holdings III LLC and Inflection Point Asset Management LLC may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Michael Blitzer is the chief executive officer and chairman of the board of directors of the Issuer.

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 4(b)(v).
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