Inflection Point Acquisition Corp IV-A美股招股说明书(2026-02-12版)

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OFINFLECTION POINT ACQUISITION CORP. IV(A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR UP TO 164,748,772 SHARES OF COMMON STOCK,10,288,021 SHARES OF SERIES A PREFERRED STOCK, SERIESAPREFERREDINVESTORWARRANTS TOPURCHASEUP TO 24,248,102SHARESOFCOMMONSTOCK,25,425,000RIGHTSTORECEIVEONETENTHOFONESHAREOFCOMMONSTOCKAND 453,821UNITS OFINFLECTION POINT ACQUISITION CORP. IV(TO BE RENAMED “MERLIN, INC.” IN CONNECTION WITH THE DOMESTICATION IN THESTATE OF DELAWARE AND THE BUSINESS COMBINATION DESCRIBED HEREIN) On August13, 2025, the board of directors (the “Inflection Point Board”) and the special committee of theInflection Point Board (the “Special Committee”) of Inflection Point Acquisition Corp. IV (f/k/a BleichroederAcquisition Corp.I), a Cayman Islands exempted company (“Inflection Point”), unanimously approved theBusiness Combination Agreement, dated as of August13, 2025, by and among Inflection Point, IPDX MergerSub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Inflection Point (“Merger Sub”) andMerlin Labs, Inc., a Delaware corporation (referred to herein prior to the Business Combination, as “Merlin”andsubsequent to the Business Combination,as“Merlin OpCo”)(as it may be amended,restated,supplementedor otherwise modified from time to time in accordance with its terms,the“BusinessCombination Agreement”), pursuant to which, among other things and subject to the terms and conditionstherein: (1) Inflection Point will change its jurisdiction of incorporation by deregistering from the Register ofCompanies in the Cayman Islands as a Cayman Islands exempted company by way of continuation out of theCayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State ofDelaware (the “Domestication”, and Inflection Point after the Domestication, “Post-Domestication InflectionPoint”), (2) following the Domestication, Merger Sub will merge with and into Merlin, with Merlin survivingthe merger as a wholly-owned subsidiary of Inflection Point, resulting in a combined company whereby MerlinOpCo will become a wholly-owned subsidiary of Inflection Point, and substantially all of the assets and thebusiness of the combined company will be held and operated by Merlin OpCo and its subsidiaries (the“Merger”) and (3)the other transactions contemplated by the Business Combination Agreement and documentsrelated thereto will be consummated (such transactions, together with the Merger and the Domestication, the“Business Combination” and the closing of the Business Combination, the “Closing”). In connection with theBusiness Combination, Inflection Point will change its name to “Merlin, Inc.” (such company after the closingof the Business Combination, “New Merlin”). A copy of the Business Combination Agreement is attached tothe accompanying proxy statement/prospectus as AnnexA. Subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, includingapproval of Inflection Point’s shareholders, (a)immediately prior to the Domestication, pursuant to that certainSponsor Support Agreement, dated as of August13, 2025 (the “Sponsor Support Agreement”), by and amongInflection Point, Merlin, Bleichroeder Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”),and Inflection Point FundI, LP, a Delaware limited partnership (“Inflection Point Fund”), the holders of theClassB ordinary shares of Inflection Point, par value $0.0001 per share (each, a “Founder Share” or“Inflection Point ClassB Share”, and the holders, the “Inflection Point ClassB Shareholders”), will elect toconvert each Founder Share, on a one-for-one basis, into a ClassA ordinary share of Inflection Point, par value$0.0001 per share (each, an “Inflection Point ClassA Share” and together with the Founder Shares, the“Inflection Point Ordinary Shares”)(the“Sponsor Share Conversion”);(b)in connection with theDomestication, (i)each of the then issued and outstanding Inflection Point ClassA Shares will convertautomatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Post-Domestication Inflection Point (the “New Merlin Common Stock”); (ii)each of the then issued andoutstanding rights to receive one-tenth (1/10) of one Inflection Point Class A Share upon consummation of aninitial business combination of Inflection Point (“Inflection Point Rights”) will convert automatically into aright of Post-Domestication Inflection Point (each right, a “Post-Domestication Right”); and (iii)each of thethen Table of Contents issued and outstanding units of Inflection Point containing one Inflection Point Class A Share and one InflectionPoint Right (the “Inflection Point Units”) will convert automatically into a unit of Post-DomesticationInflection Point, consisting of one share of New Merlin Common Stock and one Post-Domestication Right. Upon the terms and subject to the satisfaction or waiver of the conditi