Inflection Point Acquisition Corp III-A美股招股说明书(2025-04-25版)

Inflection Point Acquisition Corp.III 22,000,000Units InflectionPoint Acquisition Corp.IIIis a special purpose acquisition companyincorporatedas a Cayman Islands exempted company for the purpose of effecting amerger,share exchange,asset acquisition,share purchase,reorganization or similarbusinesscombination with one or more businesses,which we refer to as our initialbusinesscombination.We have not selected any specific business combination targetandwe have not,nor has anyone on our behalf,engaged in any substantivediscussions,directly or indirectly,with any business combination target withrespectto an initial business combination with us.However,members of ourmanagementteam had been actively in discussions with potential business combinationpartnersin their capacity as officers and directors of Inflection Point AcquisitionCorp.II(“IPXX”),and we may pursue business combination partners that hadpreviously been in discussions with IPXX’s management team. This is an initial public offering of our securities. Each unit has an offering priceof$10.00 and consists of one Class A ordinary share and one right to receive one-tenth(1/10) of one Class A ordinary share in connection with the consummation of aninitialbusiness combination as described in more detail in this prospectus.Theunderwritershave a 45-day option from the date of this prospectus to purchase up toanadditional 3,300,000unitsto cover over-allotments,if any.Unlike many otherspecialpurpose acquisition company initial public offerings,investors in thisoffering will not receive warrants that would become exercisable following completionof our initial business combination. Wewill provide our public shareholders with the opportunity to redeem all or aportion of their ClassA ordinary shares that were sold as part of the units in thisoffering, which we refer to collectively as our public shares, in connection with thecompletion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusiness days prior to the consummation of our initial business combination,includinginterest earned on the funds held in the trust account(net of amountswithdrawnto 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 forourtaxes(any withdrawals to pay for our taxes(which shall exclude any 1%U.S.federalexcisetaxonstockrepurchasesundertheInflationReductionActof2022that is imposed on us,if any)shall not be subject to the$250,000annuallimitation described in the foregoing)),divided by the number of then-outstandingpublic shares, subject to the limitations and on the conditions describedherein.As further described in this prospectus,our amended and restated memorandumand articles of association will provide that a public shareholder, together with anyaffiliate or any other person with whom such shareholder is acting in concert or as a“group” (asdefined under Section 13 of the Securities Exchange Act of 1934,asamended(the“Exchange Act”)),will be restricted from redeeming its public shareswithrespect to more than an aggregate of 15%of the then-outstanding public shares,withoutour prior consent.If we do not consummate an initial business combinationwithin24monthsfrom the closing of this offering or our board of directorsapprovesan earlier liquidation,we will redeem 100%of the public shares at a pershareprice,payable in cash,equal to the aggregate amount then on deposit in thetrustaccount,including interest earned on the funds held in the trust account(netof taxes paid or payable and up to $100,000 of interest to pay liquidation expenses),dividedby the number of then-outstanding public shares,subject to applicable lawandcertain conditions as further described herein.Except as described above,priorto the consummation of our initial business combination, none of the funds on depositinthe trust account,including interest earned on the funds held in the trustaccount,may be released to us to fund our working capital requirements.We may seekshareholderapproval to amend our amended and restated memorandum and articles ofassociationto extend the date by which we must consummate our initial businesscombination.If we seek shareholder approval for an extension,holders of our publicshares will be offered an opportunity to redeem their public shares if such extensionis implemented. Oursponsor,Inflection Point HoldingsIIILLC,and Cantor Fitzgerald&Co.,therepresentativeoftheunderwriters,committedtopurchaseanaggregateof740,000units,at a price of$10.00 per unit,for$7,400,000 in the aggregate,in aprivateplacement that will close simultaneously with the closing of this offering.Werefer to these units collectively as our private placement units.Each privateplacementunit consists of one Class A ordinary share,which we refer to as privateplacementshares,and one right to receive one-tenth(1/10)of one Class A or