Inflection Point Acquisition Corp III Unit(IPCXU) - 2025 Q3 - Quarterly Report

Business Combination - Inflection Point Acquisition Corp. III is pursuing a Business Combination with Air Water, with the agreement signed on August 25, 2025[146]. - The First Merger will result in Inflection Point merging into PubCo, ceasing its separate existence, while the Second Merger will merge Air Water into Merger Sub, making it a wholly owned subsidiary of PubCo[147]. - Each Class A ordinary share of Inflection Point will convert into one PubCo Ordinary Share at the First Merger Effective Time[148]. - The Exchange Ratio for Air Water Ordinary Shares will be determined based on a valuation of $300 million divided by the Redemption Price[151]. - PubCo will issue up to 30 million additional Earnout Shares to Air Water equity holders upon achieving specific revenue milestones[152]. - Closing conditions for the Business Combination include shareholder approvals and regulatory compliance, with no adverse legal orders affecting the transaction[157]. - The company intends to use funds in the Trust Account primarily to complete its Business Combination and may withdraw interest or dividends for permitted withdrawals[168]. - The Sponsor may provide loans to fund working capital deficiencies or transaction costs related to the Business Combination, with up to $1,500,000 convertible into additional Private Placement Units[170]. Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $90,821, with operating costs of $2,773,017 and interest income of $2,682,196 from marketable securities[162]. - For the nine months ended September 30, 2025, the net loss was $1,388,538, consisting of operating costs of $3,320,642 and compensation expense of $2,581,854, offset by interest income of $4,513,958[162]. - The company completed its Initial Public Offering on April 28, 2025, raising gross proceeds of $253,000,000 from the sale of 25,300,000 Public Units at $10.00 per unit[164]. - Following the IPO, a total of $253,000,000 was placed in the Trust Account, with transaction costs amounting to $17,305,941[165]. - As of September 30, 2025, the company held marketable securities in the Trust Account valued at $256,650,172, along with accrued interest of $863,786[168]. - Cash used in operating activities for the nine months ended September 30, 2025, was $1,027,255, with changes in operating assets and liabilities providing $2,298,387 of cash[166]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025, and incurs a monthly fee of $29,166.66 for management services[173][174]. - The company does not expect to generate operating revenues until after the completion of its Business Combination[161]. Revenue Expectations - Revenue from continuing operations for any fiscal quarter ending on or before June 30, 2026, is expected to exceed $25 million, with a target of $50 million for any quarter ending on or before December 31, 2026[153]. - Air Water secured $4 million in preferred shares from IPF on July 25, 2025, as part of the financing for the Business Combination[154]. - An additional $28.5 million was raised through a Pre-Funded PIPE Subscription Agreement on August 25, 2025[155].