CORRESP Filing
Inflection Point Acquisition Corp. III
Date: April 16, 2025 · CIK: 0002012318 · Accession: 0001213900-25-032635
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283427
Referenced dates: April 14, 2025
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
April 16, 2025
VIA EDGAR
United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction
100 F Street NE Washington, D.C. 20549
Attn: Ruairi Regan David Link
Ladies and Gentlemen:
On behalf of our client, Inflection Point Acquisition Corp. III, a Cayman Islands exempted company (the " Company "), we are writing to submit the Company's responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Staff ") with respect to the above-referenced Amendment No. 2 to Registration Statement on Form S-1 filed on April 8, 2025, contained in the Staff's letter dated April 14, 2025 (the " Comment Letter ").
The Company has filed via EDGAR its third amended registration statement on Form S-1 (" Amendment No. 3 "), which reflects the Company's responses to the comment received by the Staff and certain updated information. For ease of reference, the comment contained in the Comment Letter is printed below in bold and is followed by the Company's response. All page references in the responses set forth below refer to page numbers in Amendment No. 3.
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.
Response : In response to the Staff's comment, the Company has revised the disclosure on the cover page and pages 10-11, 22, 34-35, 44-45, 61-63, 96, 101, 113-115 and 121-122 of Amendment No. 3.
* * *
United States Securities and Exchange Commission
April 16, 2025
Please do not hesitate to contact Joel Rubinstein of White & Case LLP at (212) 819-7642 with any questions or comments regarding this letter.
Sincerely,
/s/ White & Case LLP
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CORRESP
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April 16, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street NE
Washington, D.C. 20549
Attn: Ruairi Regan David Link
Re: Inflection Point Acquisition Corp. III Amendment No. 2 to Registration Statement on Form S-1 Filed April 8, 2025 File No. 333-283427
Ladies and Gentlemen:
On behalf of our client,
Inflection Point Acquisition Corp. III, a Cayman Islands exempted company (the " Company "), we are writing to submit
the Company's responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and
Exchange Commission (the " Staff ") with respect to the above-referenced Amendment No. 2 to Registration Statement on
Form S-1 filed on April 8, 2025, contained in the Staff's letter dated April 14, 2025 (the " Comment Letter ").
The Company has filed via
EDGAR its third amended registration statement on Form S-1 (" Amendment No. 3 "), which reflects the Company's
responses to the comment received by the Staff and certain updated information. For ease of reference, the comment contained in the Comment
Letter is printed below in bold and is followed by the Company's response. All page references in the responses set forth below
refer to page numbers in Amendment No. 3.
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.
Response : In response to the Staff's comment, the Company has revised the disclosure on the cover page and pages 10-11, 22, 34-35, 44-45,
61-63, 96, 101, 113-115 and 121-122 of Amendment No. 3.
* * *
United States Securities and Exchange Commission
April 16, 2025
Please do not hesitate to contact Joel Rubinstein of White & Case LLP at (212) 819-7642 with any questions or comments regarding this
letter.
Sincerely,
/s/ White & Case LLP
White & Case LLP
cc: Michael Blitzer, Inflection Point Acquisition Corp. III