SEC Comment Letter 0000000000-25-003919 to Inflection Point Acquisition Corp. III (IPCX)
Inflection Point Acquisition Corp. III
Date: April 14, 2025 · CIK: 0002012318 · Accession: 0000000000-25-003919
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283427
Letter
Re: Inflection Point Acquisition Corp. III Amendment No. 2 to Registration Statement on Form S-1 Filed April 8, 2025 File No. 333-283427 Dear Michael Blitzer:
April 14, 2025
Michael Blitzer Chief Executive Officer Inflection Point Acquisition Corp. III 167 Madison Avenue Suite 205 #1017 New York, NY 10016
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 Dilution, page 95
1. It appears the PIPE transaction could be a material potential source of future dilution; as such, please expand your narrative disclosure to describe the PIPE transaction, or advise. Reference is made to Item 1602(c) of Regulation S-K.
Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related April 14, 2025 Page 2
matters. Please contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Real Estate
& Construction
cc: Russell Deutsch
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 14, 2025 Michael Blitzer Chief Executive Officer Inflection Point Acquisition Corp. III 167 Madison Avenue Suite 205 #1017 New York, NY 10016 Re: Inflection Point Acquisition Corp. III Amendment No. 2 to Registration Statement on Form S-1 Filed April 8, 2025 File No. 333-283427 Dear Michael Blitzer: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 2 to Registration Statement on Form S-1 Dilution, page 95 1. It appears the PIPE transaction could be a material potential source of future dilution; as such, please expand your narrative disclosure to describe the PIPE transaction, or advise. Reference is made to Item 1602(c) of Regulation S-K. Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related April 14, 2025 Page 2 matters. Please contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Russell Deutsch </TEXT> </DOCUMENT>