Inflection Point Holdings II LLC - 18 Nov 2024 Form 4 Insider Report for Inflection Point Acquisition Corp. II (USAR)

Role
Other*, 10%+ Owner
Signature
/s/ Michael Blitzer, Managing Member of Inflection Point Holdings II LLC
Issuer symbol
USAR
Transactions as of
18 Nov 2024
Net transactions value
$0
Form type
4
Filing time
19 Nov 2024, 20:17:06 UTC
Previous filing
30 May 2023
Next filing
14 Mar 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IPXX Class A ordinary shares, par value $0.0001 per share Options Exercise +6,200,000 6,200,000 18 Nov 2024 Direct F1, F2, F3

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
transaction IPXX Class B ordinary shares, par value $0.0001 per share Options Exercise $0 -6,200,000 -99% $0.000000 50,000 18 Nov 2024 Class A ordinary shares, par value $0.0001 per share 6,200,000 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point 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) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.
F2 Inflection Point Holdings II LLC is the record holder of such securities. Michael Blitzer is the sole Managing Member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings II LLC.
F3 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 Chairman of the board of directors and Chief Executive Officer 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.