Inflection Point Holdings II LLC - 24 May 2023 Form 3 Insider Report for Inflection Point Acquisition Corp. II (USAR)

Role
Officer, Director, Other*, 10%+ Owner
Signature
/s/ Michael Blitzer for Inflection Point Holdings II LLC, Name: Michael Blitzer Title: Managing Member
Issuer symbol
USAR
Transactions as of
24 May 2023
Net transactions value
$0
Form type
3
Filing time
24 May 2023, 21:56:32 UTC
Next filing
30 May 2023
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding IPXX Class B Ordinary Shares 24 May 2023 Class A Ordinary Shares 6,325,000 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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. 333-271128) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 825,000 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.
F2 Inflection Point Holdings II LLC is the record holder of the securities reported herein. Michael Blitzer is the managing member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings II LLC. Michael Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Inflection Point Holdings II LLC may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. Michael Blitzer is a member of the board of directors of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1 and 24.2 - Powers of Attorney.