United States securities and exchange commission logo
May 1, 2023
Michael Blitzer
Chief Executive Officer
Inflection Point Acquisition Corp. II
167 Madison Avenue, Suite 205 #1017
New York, NY 10016
Re: Inflection Point
Acquisition Corp. II
Registration
Statement on Form S-1
Filed April 5, 2023
File No. 333-271128
Dear Michael Blitzer:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed April 5, 2023
General
1. We note your disclosure
on page 24 and elsewhere that each public shareholder may elect
to redeem its public
shares irrespective of whether they vote for or against the proposed
transaction. Please
revise to disclose whether the shareholders will be permitted to
redeem their shares if
they do not vote, or abstain from voting.
Prospectus Summary, page 1
2. When discussing the
initial business combination of IPAX on page 2 and elsewhere,
please clearly disclose
the amount and percent of the public shareholders that redeemed
their shares.
Michael Blitzer
Inflection Point Acquisition Corp. II
May 1, 2023
Page 2
Risk Factors, page 35
3. Please include a risk factor that describes the potential material
effect on your
shareholders of the stock buyback excise tax enacted as part of the
Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the
excise tax could
reduce the trust account funds available to pay redemptions or that
are available to the
combined company following a de-SPAC. Describe the risks of the excise
tax applying to
redemptions in connection with:
liquidations that are not implemented to fall within the meaning
of complete
liquidation in Section 331 of the Internal Revenue Code,
extensions, depending on the timing of the extension relative to
when the SPAC
completes a de-SPAC or liquidates, and
de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors
elect to redeem their
shares such that their redemptions would subject the SPAC to the stock
buyback excise
tax, the remaining shareholders that did not elect to redeem may
economically bear the
impact of the excise tax.
Executive Compensation, page 122
4. We note the disclosure that "Commencing on the date of this prospectus
through the
earlier of consummation of our initial business combination and our
liquidation, we will
pay an aggregate of $27,083.33 per month for the services of Peter
Ondishin, Chief
Financial Officer, and Kevin Shannon, Chief of Staff." Please clearly
disclose the
FirstName LastNameMichael Blitzer
material terms of these agreements. See Item 402(o)(1) of Regulation
S-K. Please file the
Comapany NameInflection
agreements Point
as exhibits. SeeAcquisition Corp. II of Regulation S-K.
Lastly, please
Item 601(b)(10)(iii)
May 1,provide your2 analysis as to why Mr. Shannon is not an executive
officer.
2023 Page
FirstName LastName
Michael Blitzer
FirstName LastNameMichael Blitzer
Inflection Point Acquisition Corp. II
Comapany
May 1, 2023NameInflection Point Acquisition Corp. II
May 1,
Page 3 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Paul Cline at 202-551-3851 or Isaac Esquivel at
202-551-3395 if you
have questions regarding the financial statements and related matters. Please
contact Ronald
(Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Joel Rubinstein