| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Inflection Point Acquisition Corp. II (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G4790U102 (CUSIP Number) |
11/18/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G4790U102 |
| 1 | Names of Reporting Persons Newtyn Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEW YORK | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 700,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
Comment for Type of Reporting Person:
See Item 2 for additional information.
SCHEDULE 13G |
| CUSIP No. | G4790U102 |
| 1 | Names of Reporting Persons Newtyn TE Partners, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 426,300.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
See Item 2 for additional information.
SCHEDULE 13G |
| 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 report on Schedule 13G is being filed by (i) Newtyn Management, LLC, a New York limited liability company ("Newtyn Management"), and (ii) Newtyn TE Partners, LP, a Delaware limited partnership ("NTE", and collectively with Newtyn Management, the "Reporting Persons"). Newtyn Management is the investment manager to NTE and Newtyn Partners, LP, a Delaware limited partnership ("NP"). As of November 18, 2024, NTE held 426,300 Class A ordinary shares, par value $0.0001 per share ("Class A Shares"), and NP held 273,700 Class A Shares. Newtyn Management, as the investment manager to NTE and NP, may be deemed to beneficially own these securities. Accordingly, as of November 18, 2024, Newtyn Management may be deemed to beneficially own the 700,000 Class A Shares held in the aggregate by NTE and NP. Beneficial ownership percentages are based upon 8,405,349 Class A Shares issued and outstanding as of November 18, 2024, based on information reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2024. | |
| (b) | Address or principal business office or, if
none, residence: The address for the Reporting Persons is 60 East 42nd Street, 9th Floor, New York, NY 10165. | |
| (c) | Citizenship: Newtyn Management is organized under the laws of the State of New York. NTE is organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities: Class A ordinary shares, par value $0.0001 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: Newtyn Management, LLC - 700,000.00
Newtyn TE Partners, LP - 426,300.00 | |
| (b) | Percent of class: Newtyn Management, LLC - 8.3 %
Newtyn TE Partners, LP - 5.1 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Newtyn Management, LLC - 700,000.00
Newtyn TE Partners, LP - 426,300.00 | ||
| (ii) Shared power to vote or to direct the
vote: Newtyn Management, LLC - 0.00
Newtyn TE Partners, LP - 0.00 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Newtyn Management, LLC - 700,000.00
Newtyn TE Partners, LP - 426,300.00 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Newtyn Management, LLC - 0.00
Newtyn TE Partners, LP - 0.00 | ||
| Item 5. | 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
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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