IPFX 10-K & 10-Q changes, risk factors and insider trading
Inflection Point Acquisition Corp. VI (also IPFXU, IPFXW) · Nasdaq · Blank Checks · CIK 2102041 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare..
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our final prospectus for its Initial Public Offering filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for its Initial Public Offering filed with the SEC.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Recent Development”
New heading “Quantum Space Business Combination Agreement”
New heading “Sponsor Support Agreement”
New heading “Member Support Agreement”
New heading “Lock-Up Agreements”
New heading “Sponsor Lock-Up Agreement”
New heading “Quantum Space Lock-Up Agreement”
New heading “Amended and Restated Registration Rights Agreement”
New heading “Series A Preferred Stock Investment”
New heading “Financial Advisory and Placement Agent Agreement”
Largest changes
“In addition, pursuant to the Member Support Agreement, each Required Member has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Quantum Space or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Member Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation …”see in full comparison
“In addition, pursuant to the Sponsor Support Agreement, the Sponsor has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Quantum Space or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Sponsor Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or …”see in full comparison
“Pursuant to the Member Support Agreement, until the earliest of the Closing, termination of the Quantum Space Business Combination Agreement or the liquidation of Quantum Space, no Required Member shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Member Support Agreement), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any …”see in full comparison
Full comparison: every changed paragraph (45)
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Inflection Point Acquisition Corp. VI. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Inflection Point Holdings VI LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Recent Development
Quantum Space Business Combination Agreement
On June 8, 2026, the Company entered into the Quantum Space Business Combination Agreement, by and among the Company, IPFX PubCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company, IPFX Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of PubCo, and Quantum Space, LLC, a Delaware limited liability company. The Company and Quantum Space are individually referred to herein as a “Party” and, collectively, the “Parties.”
The Quantum Space Business Combination values the combined company resulting from the completion of the Quantum Space Business Combination at a pro forma enterprise value of approximately $1.2 billion. Following closing of the Quantum Space Business Combination, the combined company will be organized in an umbrella partnership C corporation structure, in which substantially all of the assets and the business of the combined company will be held by Quantum Space. The combined company’s business will operate through Quantum Space and its subsidiaries. In connection with the Closing, PubCo will change its name to “Quantum Space, Inc.”
The Quantum Space Business Combination Agreement and the Quantum Space Business Combination were approved by the boards of directors of each of the Company and Quantum Space.
The Quantum Space Business Combination is expected to close in the fourth quarter of 2026, following the receipt of the required approvals by the Company’s shareholders and Quantum Space’s equity holders and the fulfillment of other customary closing conditions.
Sponsor Support Agreement
Concurrently with the execution of the Quantum Space Business Combination Agreement, the Company entered into the Sponsor Support Agreement with Quantum Space and Inflection Point Holdings VI LLC, pursuant to which the Sponsor agreed to, among other things, vote in favor of adoption of the Transaction Proposals and otherwise support the Quantum Space Business Combination. Certain current and former officers and directors of the Company previously entered into a letter agreement with The Company in connection with The Company’s initial public offering, pursuant to which they agreed to vote any the Company’s ordinary shares held by them in favor of the Quantum Space Business Combination.
Pursuant to the Sponsor Support Agreement, until the earliest of the Closing, termination of the Quantum Space Business Combination Agreement or the liquidation of the Company, the Sponsor shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Sponsor Support Agreement) owned by the Sponsor, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor without the prior written consent of Quantum Space, unless such transfer is deemed a Permitted Transfer (as defined in the Sponsor Support Agreement).
In addition, pursuant to the Sponsor Support Agreement, the Sponsor has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Quantum Space or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Sponsor Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Sponsor Support Agreement, the Quantum Space Business Combination Agreement or the Quantum Space Business Combination.
Furthermore, pursuant to the Sponsor Support Agreement, the Sponsor agreed to waive, subject to the consummation of the Quantum Space Business Combination, any and all anti-dilution rights with respect to the rate that the Cayman Class B Shares convert into the Cayman Class A Shares in connection with the Quantum Space Business Combination.
Member Support Agreement
Concurrently with the execution of the Quantum Space Business Combination Agreement, the Company, Quantum Space and certain holders of equity securities of Quantum Space entered into the Member Support Agreement, pursuant to which the Required Members agreed to, among other things, vote (or act by written consent) to approve and adopt the Quantum Space Business Combination Agreement and the consummation of the Quantum Space Business Combination, including the Recapitalization, and otherwise support the Quantum Space Business Combination.
Pursuant to the Member Support Agreement, until the earliest of the Closing, termination of the Quantum Space Business Combination Agreement or the liquidation of Quantum Space, no Required Member shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Member Support Agreement), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities without the prior written consent of Quantum Space and the Company, unless such transfer is deemed a Contemplated Transfer or a Permitted Transfer (each as defined in the Member Support Agreement).
In addition, pursuant to the Member Support Agreement, each Required Member has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Quantum Space or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Member Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Member Support Agreement, the Quantum Space Business Combination Agreement or the Quantum Space Business Combination. Each Required Member has also waived and agreed not to exercise any rights of appraisal or rights to dissent from the Quantum Space Business Combination that they may have in respect of the Subject Securities.
Lock-Up Agreements
Sponsor Lock-Up Agreement
At the Closing, the Sponsor and New Quantum Space will enter into a Lock-Up Agreement (the “Sponsor Lock-Up Agreement”), pursuant to which the Sponsor and its permitted assigns will agree, (i) with respect to any shares of New Quantum Space Common Stock the Sponsor received upon conversion of its Cayman Class B Shares in connection with the Domestication and the Merger (the “Sponsor Lock-Up Shares”), prior to the date that is six months after the Closing Date, or (ii) with respect to any warrants to acquire shares of New Quantum Space Common Stock held by the Sponsor (the “Sponsor Lock-Up Warrants” and together with the Sponsor Lock-Up Shares, the “Sponsor Lock-Up Securities”), prior to the date that is 30 days after the Closing Date, not to, without the prior written consent of the New Quantum Space Board, (a) sell, pledge, grant any option to purchase or otherwise dispose of, (b) enter into any swap or other transfer arrangement in respect of the Sponsor Lock-Up Securities or (c) take any action in furtherance of any of the matters described in the foregoing clauses (a) or (b). The Sponsor Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, subject to certain conditions, or the exercise of certain stock options or warrants.
Quantum Space Lock-Up Agreement
At the Closing, New Quantum Space and certain equity holders of Quantum Space (the “Lock-Up Holders”) will enter into a Lock-Up Agreement (the “Quantum Space Lock-Up Agreement”), pursuant to which the Lock-Up Holders will agree not to, without the prior written consent of the New Quantum Space Board, prior to the date that is six months after the Closing (i) sell, pledge, grant any option to purchase or otherwise dispose of (a) any shares of New Quantum Space Common Stock held immediately after the consummation of the Quantum Space Business Combination, (b) any shares of New Quantum Space Common Stock issuable upon exercise of such options to purchase shares of New Quantum Space Common Stock held immediately after the consummation of the Quantum Space Business Combination, or (c) any securities convertible into, or exercisable, redeemable or exchangeable for, New Quantum Space Common Stock held by such holder immediately after the consummation of the Quantum Space Business Combination (the shares of New Quantum Space Common Stock and securities specified in clauses (a) through (c), collectively, the “Lock-Up Securities”), (ii) enter into any swap or other transfer arrangement in respect of any Lock-Up Securities or (iii) take any action in furtherance of any of the matters described in the foregoing clauses (i) or (ii). The Quantum Space Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, subject to certain conditions, or the exercise of certain stock options or warrants.
Amended and Restated Registration Rights Agreement
At the Closing, PubCo, the Company, the Sponsor, certain PIPE investors and certain securityholders of Quantum Space will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor, such PIPE investors and such securityholders will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New Quantum Space that they will hold following the Quantum Space Business Combination.
Series A Preferred Stock Investment
In connection with the Quantum Space Business Combination, on the Signing Date, PubCo, Quantum Space and certain accredited investors named therein entered into the Series A SPAs. Pursuant to the Series A SPAs, the Series A Preferred Stock Investors have agreed, among other things, to purchase, at Closing, an aggregate of (i) 19,999,994 shares of New Quantum Space Series A Preferred Stock, having the rights, preferences and privileges set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock and (ii) New Quantum Space Preferred Investor Warrants to purchase an aggregate of 19,999,994 shares of New Quantum Space Class A-1 Common Stock, for an aggregate purchase price of approximately $240 million in the PIPE Investment. Each share of New Quantum Space Series A Preferred Stock will have a stated value of $12.00.
The Series A SPAs include customary representations and warranties from Quantum Space, the Company and the Series A Preferred Stock Investors and is subject to customary closing conditions. The Series A SPAs also include customary covenants and agreements related to transfer restrictions, SEC reports, material non-public information and indemnification. New Quantum Space Class A-1 Common Stock issuable upon conversion of the New Quantum Space Series A Preferred Stock and New Quantum Space Common Stock underlying any Series A Preferred Investor Warrants will be “Registrable Securities” under the A&R Registration Rights Agreement.
In connection with the Securities Purchase Agreement, the Company recorded a forward contract asset related to the Series A Cumulative Convertible Preferred Stock and warrants upon the closing of the transaction. The Company concluded that the Securities Purchase Agreement represented a single freestanding financial instrument that did not qualify for equity classification under ASC 815-40 because certain contractual provisions may require net cash settlement upon the occurrence of events outside the Company's control. Accordingly, the forward contract was measured at fair value with subsequent changes in fair value recognized in earnings. On June 8, 2026, the fair value of the Securities Purchase Agreement was deemed to be $0. On June 30, 2026, the Company adjusted the fair value of the forward contract in the amount of $957,000, as reflected on the accompanying condensed consolidated balance sheets. The $957,000 resulted in a gain on change in fair value of forward contract as reflected on the accompanying condensed consolidated statements of operations.
Financial Advisory and Placement Agent Agreement
On May 8, 2026, the Company and Quantum Space entered into an engagement letter with Cantor Fitzgerald & Co. in connection with the proposed Quantum Space Business Combination. Pursuant to the engagement letter, Cantor Fitzgerald & Co. was engaged to serve as the exclusive financial advisor in connection with the proposed Quantum Space Business Combination and as lead placement agent for potential financing transactions, including a PIPE and other private placements. Cantor Fitzgerald & Co.’s services include, among other things, financial advisory services, assistance with transaction structuring, investor outreach, financing activities, and support in connection with the negotiation and execution of the proposed Quantum Space Business Combination.
Pursuant to the engagement letter, upon consummation of the proposed Quantum Space Business Combination, Cantor Fitzgerald & Co. will be entitled to a non-refundable cash fee of $6.0 million (the “Business Combination Fee”), which is creditable against certain financing fees earned by Cantor Fitzgerald & Co. In addition, upon the closing of any financing transaction, Cantor Fitzgerald & Co. will be entitled to a non-refundable cash fee equal to 5.0% of the aggregate gross proceeds raised in such financing (the “Financing Fee”), subject to the terms of the engagement letter. The agreement also provides for reimbursement of certain expenses and contains customary indemnification provisions. As of June 30, 2026, the proposed Quantum Space Business Combination and any related financing transactions had not been consummated.
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from September 12, 2025 (inception) through MarchJune 31,30, 2026 were organizational
activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business
Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate
non-operating income in the form of interest and/or dividend income on marketable securities held in the Trust Account. We incur expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses.
For the three months ended MarchJune 31,30, 2026, we
had a net lossincome of $1,439,518,$933,274, which consisted of compensation expense of $1,338,475, formation and operating costs of $125,751, and offset
by interest earned on investments held in Trust Account of $24,708.$2,252,382 and gain on change in fair value of forward contract of $957,000, partially offset by general and administrative and operating costs of $2,276,108.
For the six months ended June 30, 2026, we had a net loss of $506,244, which consisted of compensation expense of $1,338,475, general and administrative and operating costs of $2,401,859, partially offset by interest earned on investments held in Trust Account of $2,277,090 and gain on change in fair value of forward contract of $957,000.
For the threesix months ended MarchJune 31,30, 2026, net
cash usedprovided inby operating activities was $84,618.$1,329,441. Net loss of $1,439,518$506,244 was impacted by the compensation expense of $1,338,475, payment
of formation and operating costs through promissory note of $25,889, interest earnedgain on marketable securities heldchange in Trustfair Accountvalue of
$24,708 forward contract of $957,000 and the changes in operating assets and liabilities provided $15,244$1,428,321 of cash from operating activities.
As of MarchJune 31,30, 2026, we had investments held
in the Trust Account of $253,024,708$254,777,090 (including approximately $24,708$2,277,090 of interest incomeincome, less $500,000 withdrawn for working capital purposes) consisting of money market funds. We may withdraw
interest from the Trust Account to pay taxes, if any, and for Permitted Withdrawals. We intend to use substantially all of the funds
held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete
our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our
Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions and pursue our growth strategies.
As of MarchJune 31,30, 2026, we had cash of $2,167,856
$1,754,303 outside the Trust Account. We intend to use the funds held outside the Trust Account plus Permitted Withdrawals primarily to identify
and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants
or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements
of prospective target businesses, and structure, negotiate and complete a Business Combination.
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Commencing on March 26, 2026, the Company entered
into an agreement pursuant to which it will pay an aggregate of $29,167 per month to Inflection Point Asset Management LLC (“IPAM”
or “Inflection Point Asset Management”),LLC, an affiliate of the Sponsor and executive officers, for office space and administrative
services provided to members of our management team. Any such payments prior to the initial Business Combination will be made from (i) funds
held outside the Trust Account or (ii) funds released to the Company as permitted withdrawals. In addition, the Company agrees,
pursuant to the services and indemnification agreement with the Sponsor and IPAM relating to the monthly payment for office space and
administrative services provided to members of our management team described above, that the Company will indemnify the Sponsor and IPAM
from any claims arising out of or relating to this offering or the Company’s operations or conduct of the Company’s business
or any claim against the Sponsor and/or IPAM alleging any expressed or implied management or endorsement by the Sponsor and/or IPAM of
any of the Company’s activities or any express or implied association between the Sponsor and/or IPAM, on the one hand, and the
Company or any of its other affiliates, on the other hand, which agreement provides that the indemnified parties cannot access the funds
held in the Trust Account. For the three and six months ended MarchJune 31,30, 2026, the Company incurred $104,704 and $110,349 in administrative services fees, respectively. As of June 30, 2026 and December 31, 2025, thethere Companywere incurredno andoutstanding accruedbalances $5,645related and
$0 into administrative servicesservice fees, respectively.fees.
Additionally, on May 29, 2026, the Company entered into an agreement pursuant to which it will pay an aggregate of $12,500 per month to IPAM, commencing on May 18, 2026, for the services related to chief of staff of the Company.
Critical Accounting Estimates and Policies
The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of June 30, 2026, we did not have any critical accounting estimates to be disclosed. We have identified the following critical accounting policies:
We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our consolidated balance sheets.
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net loss per
ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Accretion
associatedFor withpurposes of calculating net loss per share, any accretion of the redeemableClass A ordinary shares subject to possible redemption is excluded from loss per ordinary sharetreated as dividends paid to the redemptionpublic value approximates fair value.shareholders.
The accompanying unaudited condensed statement
consolidated statements of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the
two-class method of loss per share. Net loss per ordinary share, basic and diluted, for redeemable Class A ordinary shares is calculated
by dividing the net loss allocated to redeemable Class A ordinary shares by the weighted average number of redeemable Class A ordinary
shares outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable ordinary shares is calculated by
dividing the net loss, adjusted for net loss attributable to redeemable Class A ordinary shares, by the weighted average number of non-redeemable
ordinary shares outstanding for the period. Non-redeemable ordinary shares include the founder shares, as these founder shares do not
have any redemption features and do not participate in the income earned on the Trust Account.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.
IPFX insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding IPFX (13F)
None of the 59 investors we track reported a position in their latest 13F.