IPXG 10-K & 10-Q changes, risk factors and insider trading
Inflection Point Acquisition Corp. VII (also IPXGU, IPXGW) · Nasdaq · Services-Computer Integrated Systems Design · CIK 2088805 · 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 (only one so far)..
What changed in the latest 10-Q
Risk Factors
New heading “There is substantial doubt about our ability to continue as a “going concern.””
Removed heading “Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospects of a post-Business Combination company.”
Largest changes
“There is substantial doubt about our ability to continue as a “going concern.””see in full comparison
“Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospects of a post-Business Combination company.”see in full comparison
“Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the “tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. …”see in full comparison
“In connection with our assessment of going concern considerations under applicable accounting standards, Management has determined that our possible need for additional financing to enable us negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from the date the unaudited condensed financial statements included in Item 1. “Financial Statements” of this Report were issued.”see in full comparison
“Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. …”see in full comparison
“There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial Business Combination.”see in full comparison
Full comparison: every changed paragraph (7)
As a smaller reporting company
under Rule 12b-2
of the Exchange Act, we are not required to include risk factors in this Report. However, for
detailed descriptions of the risks relating
to our Company, see the section titled “Risk Factors” contained in our (i) IPO
Registration Statement andStatement, (ii) 2025 Annual Report.Report,
(ii) 2025 First Quarter Form 10-Q. As of the date of this Report, there have been no material changes with respect to
those risk factors,
other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect
on our results
of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial
may also affect
our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional
risk factors
from time to time in our future filings with the SEC.
There is substantial doubt about our ability to continue as a “going concern.”
In connection with our assessment of going concern considerations under applicable accounting standards, Management has determined that our possible need for additional financing to enable us negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from the date the unaudited condensed financial statements included in Item 1. “Financial Statements” of this Report were issued.
Changes in international trade policies, tariffs
and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target
or the performance or business prospects of a post-Business Combination company.
There have recently been significant
changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials
or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial Business Combination.
Recently, the U.S. has implemented
a range of new tariffs and increases to existing tariffs. In response to the “tariffs announced by the U.S., other countries have
imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There
is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade
policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue
or trade policies will change in the future.
Tariffs, or the threat of
tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’
reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United
States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the
United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential
trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, or lead to material adverse
effects on a post-Business Combination company. Among other things, historical financial performance of companies affected by trade policies
and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of
those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The
business prospects of a particular target for a Business Combination could change even after we enter into a Business Combination agreement,
as a result of tariffs or the threat of tariffs that may have a material impact on that target's business, and it may be costly or impractical
for us to terminate that Business Combination agreement. These factors could affect our selection of a Business Combination target.
Management's Discussion & Analysis (MD&A)
New heading “Business Combination Agreement”
New heading “The Domestication”
New heading “The Merger and Consideration”
New heading “Sponsor Support Agreement”
New heading “Stockholder Voting and Support Agreement”
New heading “Closing PIPE Investment”
Largest changes
“Concurrently with the execution of the Business Combination Agreement, certain holders of equity securities of Elroy Air collectively holding such number of shares of Elroy Air Common Stock and Elroy Air Preferred Stock as is necessary to approve the Business Combination and the other matters specified below (the “Requisite Elroy Air Stockholders”), the Company and Elroy Air entered into the Voting and Support Agreement (the “Stockholder Voting and Support Agreement”), pursuant to which the Requisite Elroy Air Stockholders have agreed to, among other things, vote (or act by written consent) …”see in full comparison
“Concurrently with the execution of the Business Combination Agreement, the Company entered into the Sponsor Support Agreement (with Elroy Air and the Sponsor pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of adoption of the Transaction Proposals (as defined in the Business Combination Agreement), (ii) vote against any Alternative Transaction (as defined in the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination Agreement and the Business Combination; …”see in full comparison
“In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” Management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed consolidated financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. …”see in full comparison
“In addition, pursuant to the Stockholder Voting and Support Agreement, the Requisite Elroy Air Stockholders have agreed not to commence, join in, facilitate, assist or encourage, and have 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, Elroy Air or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person …”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, Elroy Air 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 …”see in full comparison
“In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” we do not believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. …”see in full comparison
Full comparison: every changed paragraph (46)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this Report under Item 1. “Financial Statements”.
Business Combination Agreement
On June 26, 2026, the Company (which will be renamed Inflection Point Acquisition Corp. VII and which will transfer by way of continuation out of the Cayman Islands and domesticate as a Delaware corporation prior to the Closing) entered into a Business Combination Agreement by and among the Company, Merger Sub, and Elroy Air, pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub will merge with and into Elroy Air, with Elroy Air continuing as the surviving corporation.
The Domestication
The Company will, subject to obtaining the required shareholder approvals and at least one business day prior to the date of Closing (the “Closing Date”), change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware.
Subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including approval of the Company’s shareholders: (a) immediately prior to the Domestication, pursuant to the Sponsor Support Agreement (as defined below), the holders of the then issued and outstanding Class B Ordinary Shares, will elect to convert each Class B Share held by them, on a one-for-one basis, into a Class A Ordinary Share of the Company; and (b) in connection with the Domestication, (i) each of the then issued and outstanding Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of New Elroy Air Common Stock; (ii) each of the then issued and outstanding Warrants of the Company will convert automatically into a Elroy Air Warrant, pursuant to the Warrant Agreement; and (iii) each of the then issued and outstanding Units of the Company will be cancelled and will thereafter entitle the holder thereof to one share of New Elroy Air Common Stock and one-third (1/3) of one New Elroy Air Warrant, with any fractional New Elroy Air Warrants to be issued in connection with such separation rounded down to the nearest whole warrant.
The Merger and Consideration
Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the Effective Time, Merger Sub and Elroy Air will consummate the Merger, pursuant to which Merger Sub will be merged with and into Elroy Air, following which the separate corporate existence of Merger Sub will cease and Elroy Air will continue as the surviving corporation after the Merger as a direct, wholly-owned subsidiary of the Company.
In connection with the transactions contemplated by the Business Combination Agreement, Elroy Air entered into the “Pre-Funded SPAs, with the Pre-Funded PIPE Investors, including Inflection Point Fund. Pursuant to the Pre-Funded SPAs, the Pre-Funded PIPE Investors agreed, among other things, to purchase, and Elroy Air issued and sold, Pre-Funded Convertible Notes with an aggregate face value of approximately $78.4 million and the Elroy Air Pre-Funded Convertible Note Investor Warrants, substantially concurrently with the execution and delivery of the Business Combination Agreement for an aggregate purchase price of approximately $66.6 million.
The Pre-Funded Convertible Notes have a one-year maturity from the date of issuance, and bear interest at the rate of 12% per annum payable 365 days after the date of the Pre-Funded Convertible Note, until the principal amount and all interest accrued thereon are paid or converted, as provided therein. Upon the Closing, the unpaid principal amount of each Pre-Funded Convertible Note, together with any interest accrued but unpaid thereon as of the day prior to the Closing Date, will automatically convert into a number of fully paid and nonassessable shares of New Elroy Air Series A Preferred Stock equal to the quotient of such aggregate amount divided by the applicable conversion price of $12.00 per share, as may be adjusted pursuant to the terms and conditions of the applicable Pre-Funded Convertible Notes. Such holders will be entitled to customary registration rights with respect to the New Elroy Air Series A Preferred Stock and any underlying shares of New Elroy Air Common Stock issuable upon conversion thereof pursuant to the A&R Registration Rights Agreement.
Pursuant to the Business Combination Agreement, Aggregate Base Consideration to be paid to the Elroy Air Equity Holders in, or in connection with, the Merger will be the number of shares of New Elroy Air Common Stock equal to the quotient of: (a) Purchase Price, divided by (b) Redemption Price.
The Aggregate Preferred Holder Base Consideration in, or in connection with, the Merger will be the aggregate number of shares of New Elroy Air Common Stock equal to the greater of (a) (i) the applicable liquidation preference of the shares of preferred stock of Elroy Air held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (b) (i) the number of shares of Elroy Air Common Stock into which the shares of preferred stock of Elroy Air held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by (ii) the Common Stock Exchange Ratio.
The Aggregate Common Holder Base Consideration to be paid to the Elroy Air Common Equity Holders in, or in connection with, the Merger will be a number of shares of New Elroy Air Common Stock equal to the difference of (i) the Aggregate Base Consideration, less (ii) the Aggregate Preferred Holder Base Consideration.
The Convertible Note Consideration will be a number of shares of New Elroy Air Series A Preferred Stock” equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing Date, divided by (ii) $12.00.
The Pre-Funded Convertible Note Investor Warrant Consideration will be one or more New Elroy Air Series A Investor Warrants equal to the quotient of (i) the aggregate exercise price of such Elroy Air Pre-Funded Convertible Note Investor Warrant immediately prior to the Effective Time, divided by (ii) $12.00.
Earnout
In addition to the Aggregate Base Consideration, following the Business Combination, New Elroy Air will issue to Eligible Stockholders up to 11,000,000 Earnout Shares in three tranches, as follows:
If and when vested, each Eligible Stockholders will be entitled to receive, for each share of New Elroy Air Common Stock held by such Eligible Stockholder or issuable to such Eligible Stockholder upon conversion of shares of New Elroy Air Series A Preferred Stock on the Closing Date, a number of Earnout Shares equal to the quotient of (i) the Earnout Shares divided by (ii) the fully diluted capital of Elroy Air, which is the sum (without duplication) of the aggregate number of shares of Elroy Air Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (including those issued or issuable upon conversion of all issued and outstanding convertible securities, the Pre-Funded Convertible Notes or the Elroy Air Pre-Funded Convertible Note Investor Warrants) (ii) issuable upon full exercise of all issued and outstanding vested options of Elroy Air (calculated using the treasury method of accounting on a cashless exercise basis) and (iii) all shares of New Elroy Common Stock issuable upon conversion of the New Elroy Series A Preferred Stock issued as Convertible Note Consideration in the Merger.
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, the Company entered into the Sponsor Support Agreement (with Elroy Air and the Sponsor pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of adoption of the Transaction Proposals (as defined in the Business Combination Agreement), (ii) vote against any Alternative Transaction (as defined in the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination Agreement and the Business Combination; (iii) vote against any change in the business, management, or board of directors of the Company (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or ancillary agreements) and (iv) vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in the Sponsor Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company. 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 ordinary shares held by them in favor of the Business Combination.
Pursuant to the Sponsor Support Agreement, until the earliest of the Closing, termination of the 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 Elroy Air, 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, Elroy Air 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 Business Combination Agreement or the Business Combination.
Furthermore, pursuant to the Sponsor Support Agreement, the Sponsor agreed to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to the rate at which the Class B Ordinary Shares convert into Cayman Class A Shares in connection with the transactions contemplated by the Business Combination Agreement.
Stockholder Voting and Support Agreement
Concurrently with the execution of the Business Combination Agreement, certain holders of equity securities of Elroy Air collectively holding such number of shares of Elroy Air Common Stock and Elroy Air Preferred Stock as is necessary to approve the Business Combination and the other matters specified below (the “Requisite Elroy Air Stockholders”), the Company and Elroy Air entered into the Voting and Support Agreement (the “Stockholder Voting and Support Agreement”), pursuant to which the Requisite Elroy Air Stockholders have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Business Combination Agreement and the consummation of the Business Combination; (b) against any Alternative Transaction or any proposal relating to an Alternative Transaction; (c) against any merger agreement or merger (other than the Business Combination Agreement and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Elroy Air; (d) against any change in the business, management or board of directors of Elroy Air (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or the Ancillary Documents (as defined in the Business Combination Agreement)); (e) against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Stockholder Voting and Support Agreement, the Business Combination Agreement, the Charter Amendment (as defined below) or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Elroy Air under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of such stockholder contained in the Stockholder Voting and Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Elroy Air (other than pursuant to the Charter Amendment); (f) to convert all outstanding shares of preferred stock of Elroy Air into Elroy Air Common Stock as of immediately prior to the Effective Time, conditioned upon and subject to the closing of the Business Combination, in accordance with the organizational documents of Elroy Air (as amended by the Charter Amendment); (g) to approve and adopt the amendment to Elroy Air’s certificate of incorporation to, among other things, revise the conversion prices applicable to each series of preferred stock of Elroy Air (the “Charter Amendment”); (h) to approve the Business Combination as may be required to satisfy the approval requirements in Section 3.3 of Elroy Air’s certificate of incorporation; and (i) to the extent such Elroy Air Equity Holder is a Disinterested Common Stockholder, to vote all shares of Elroy Air Common Stock held by such stockholder in favor of the Charter Amendment in satisfaction of the Disinterested Common Stockholder approval requirement.
Pursuant to the Stockholder Voting and Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Elroy Air, the Requisite Elroy Air Stockholders have agreed not to (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 Stockholder Voting and Support Agreement), (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 Elroy Air and the Company, unless such transfer is deemed a Permitted Transfer (as defined in the Stockholder Voting and Support Agreement).
In addition, pursuant to the Stockholder Voting and Support Agreement, the Requisite Elroy Air Stockholders have agreed not to commence, join in, facilitate, assist or encourage, and have 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, Elroy Air or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Stockholder Voting and Support Agreement, the Business Combination Agreement or the Business Combination. Each of the Requisite Elroy Air Stockholders has also waived and agreed not to exercise any rights of appraisal or rights to dissent from the Business Combination that they may have in respect of the Subject Securities.
Closing PIPE Investment
In connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, the Company, Elroy Air and the accredited investor named therein (the “Closing PIPE Investor”) entered into a Securities Purchase Agreement (the “Series A SPA”). Pursuant to the Series A SPA, the Closing PIPE Investor agreed, among other things, to purchase, at Closing, 9,803,922 shares of New Elroy Air Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and a New Elroy Air Series A Investor Warrant to purchase an aggregate of 9,803,922 shares of New Elroy Air Common Stock, for an aggregate purchase price of $100 million (the “Closing PIPE Investment”). Each share of New Elroy Air Series A Preferred Stock will have a stated value of $12.00. In consideration for the Closing PIPE Investor’s investment, (i) New Elroy Air will issue 750,000 shares of New Elroy Air Common Stock to the Closing PIPE Investor upon Closing and (ii) the Company will cause the applicable holders to transfer to the Closing PIPE Investor 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, an aggregate of 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and CCM in respect of the Private Placement Units and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units upon Closing.
For additional information on the proposed Business Combination with Elroy Air, please see the Company’s Current Reports on Form 8-K, filed on June 26, 2026 and July 2, 2026.
We
have neither engaged
in any operations nor generated any revenues to date. Our only activities since April 3, 2025 (inception) through
March 31,June 30, 2026 have
been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying
and evaluating
prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate
any operating
revenues until after completion of initial Business Combination. We have generated non-operating income in the form of interest income
income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being
being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence
expenses.
For
the three months
ended MarchJune 31,30, 2026, we had net income of $853,252,$365,807, which consists of operating costs of $199,435,$1,679,338, offset by interest
income on cash
and investments held in the Trust Account of $1,052,687.$2,045,145.
For the six months ended June 30, 2026, we had net income of $1,219,059, which consists of operating costs of $1,878,773, offset by interest income on cash and investments held in the Trust Account of $3,097,832.
For the period from April 3, 2025 (inception) through June 30, 2025, we had a net loss of $4,644, which consisted of general and administrative fees.
For the threesix months ended
March 31,June 30, 2026, cash
used in operating activities was $287,163.$375,953. Net income of $853,252$1,219,059 was affected by interest earned on cash and investments
held in the
Trust Account of $1,052,687$3,097,832 and payment of operation costs through promissory notes – related party of $85,125.$53,250. Changes
in operating
assets and liabilities provided $2,603$1,530,114 of cash for operating activities.
For the period from April 3, 2025 (inception) through June 30, 2025, cash used in operating activities was $0. Net loss of $4,644 was affected by payment of operation costs through promissory notes of $4,644. Changes in operating assets and liabilities provided $0 of cash for operating activities.
As of MarchJune 31,30, 2026, we had
cash and investments
held in the Trust Account of $231,052,687$233,097,832, (including approximately $1,052,687$3,097,832 of interest income on money market
funds. We may withdraw
interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the
Trust Account, including
any amounts representing interest earned on the Trust Account (which interest shall be net of any 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 held outside
of the Trust Account of $1,187,974.$1,087,184. We use the funds held outside the Trust Account 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.
Our liquidity needs through February 12, 2026
were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the
issuance of our Founder Shares, and (ii) a
loan pursuant to the IPO Promissory Note. Following the Initial Public Offering, and the Private
Placement, our liquidity needs through
June March 31,30, 2026 have been satisfied through the net proceeds from the consummation of the Initial
Public Offering and Private Placement
held outside of the Trust Account.
In order to fund working capital deficiencies
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors
or their
affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we
we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working
capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such
repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price
of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities).
As of MarchJune 31,30, 2026, we did not have any borrowings under any Working Capital Loans.
In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” Management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed consolidated financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, Management has determined that if the Company is unable to complete an initial Business Combination within the combination period, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the combination period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2028 (24 months from the closing of the Initial Public Offering), the end of the combination period. There can be no assurance that the Company’s plans to raise capital or to consummate an initial Business Combination will be successful.
In connection with our assessment
of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,”
we do not believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our
estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are
less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business
Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated
to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional
securities or incur debt in connection with such Business Combination.
Commencing
February 11, 2026, and until the completion
of our Business Combination or liquidation, we will reimburse an affiliate of the Sponsor $10,000
per month for office space, utilities,
and secretarial and administrative support pursuant to the Administrative Services Agreement. For
the three and six months ended March 31,June
30, 2026, the Company incurred and paid $20,000$30,000 and $50,000 in fees for these services, which amountamounts isare included in accrued expenses
expenses in the condensed consolidated balance sheets of the financial statements included in this Report under Item 1. “Financial Statements”.
For the period from April 3, 2025 (inception) through June 30, 2025, the Company did not incur any fees for these services.
The Underwriters were paid a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering). Clear Street was paid $400,000 for acting as a “qualified independent underwriter” in the Initial Public Offering. Additionally, the Representatives are entitled to the Marketing Fee of up to $9,800,000 upon the completion of the initial Business Combination subject to the terms of the Business Combination Marketing Agreement.
The
preparation of the
unaudited condensed consolidated financial statements and notes thereto included in this Report under Item 1. “Financial Statements”
in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed consolidated financial statements.
These accounting
estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation.
Management bases
its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances,
the results
of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience
differs differs
from the assumptions used, our unaudited condensed consolidated financial statements and notes thereto included in this Report
under Item 1. “Financial
Statements” could be materially affected. We believe that the following accounting policies involve
a higher degree of judgment
and complexity. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.
Management does not
believe believe
that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material
effect effect
on the unaudited condensed consolidated financial statements and notes thereto included in this Report under Item 1. “Financial
Statements”.
IPXG 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 IPXG (13F)
None of the 59 investors we track reported a position in their latest 13F.