| Item 1. | |
| (a) | Name of issuer:
Inflection Point Acquisition Corp. II |
| (b) | Address of issuer's principal executive
offices:
167 Madison Avenue, Suite 205 #1017, New York, New York, 10016 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being filed jointly by the following (each, a "Reporting Person," and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company, Virtus Investment Advisers, LLC ("Virtus"), a Delaware limited liability company, and The Merger Fund ("MF"), a Massachusetts business trust.
Virtus, a registered investment adviser, serves as the investment adviser to each of MF, The Merger Fund VL ("MF VL") and Virtus Westchester Credit Event Fund ("CEF", together with MF and MF VL, the "Funds"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL and CEF. The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester. |
| (b) | Address or principal business office or, if
none, residence:
Westchester Capital Management, LLC
100 Summit Drive, Valhalla, NY 10595
Virtus Investment Advisers, LLC
One Financial Plaza, Hartford, CT 06103
The Merger Fund
101 Munson Street, Greenfield, MA 01301-9683 |
| (c) | Citizenship:
Each of Westchester and Virtus are organized under the laws of the State of Delaware. MF is organized under the laws of the State of Massachusetts. |
| (d) | Title of class of securities:
Class A ordinary shares, $0.0001 par value per share |
| (e) | CUSIP No.:
G4790U102 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) |  Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference. Virtus acts as investment adviser to each of MF, MF VL and CEF. Westchester acts as sub-advisor to each of MF, MF VL and CEF and may be deemed to beneficially own shares of Ordinary Shares held by MF, MF VL and CEF. Messrs. Behren and Shannon each serve as Co-Presidents of Westchester. By virtue of these relationships, Westchester and Messrs. Behren and Shannon may be deemed to beneficially own the Ordinary Shares held by the Funds, however, each of the Reporting Persons and Messrs. Behren and Shannon disclaim beneficial ownership of such shares of Ordinary Shares, except to the extent of their pecuniary interest therein. The filing of this Statement shall not be construed as an admission that the Reporting Persons and Messrs. Behren and Shannon are, for the purpose of Section 13(g) of the Act, the beneficial owner of such shares held by the Funds. |
| (b) | Percent of class:
Westchester Capital Management, LLC: 0%
Virtus Investment Advisers, LLC: 0%
The Merger Fund: 0% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Westchester Capital Management, LLC: 0
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
|
| | (ii) Shared power to vote or to direct the
vote:
Westchester Capital Management, LLC: 0
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Westchester Capital Management, LLC: 0
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Westchester Capital Management, LLC: 0
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
