Inflection Point Acquisition Corp. VI 8-K, filed Oct 23, 2026
Inflection Point Acquisition Corp. VI (IPFX)
About this 8-K
Inflection Point Acquisition Corp. VI filed this 8-K on October 23, 2026, reporting on events of October 22, 2026.
On October 22, 2026, Inflection Point Acquisition Corp. VI amended its agreement with Quantum Space to seek NYSE listings for PubCo securities and replace the post-closing seven-director board requirement with an NYSE-compliant number set by Quantum Space. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (IRS Employer Identification No.) |
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area code: (
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on June 8, 2026, Inflection Point Acquisition Corp. VI (“Inflection Point”), IPFX PubCo, Inc., a Delaware corporation and wholly owned subsidiary of Inflection Point (“PubCo”), IPFX Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of PubCo (“Merger Sub”) and Quantum Space, LLC (“Quantum Space”), a Delaware limited liability company, entered into a Business Combination Agreement (the “Business Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Business Combination Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Inflection Point with the Securities and Exchange Commission (the “SEC”) on June 12, 2026.
On October 22, 2026, Inflection Point, PubCo, Merger Sub and Quantum Space entered into that certain Amendment to Business Combination Agreement and Company Disclosure Letter (the “Amendment”) to provide that the parties intend to list the PubCo Class A-1 Common Stock and the PubCo Warrants on the New York Stock Exchange (“NYSE”) rather than Nasdaq, and to modify the post-Closing PubCo board size requirement, replacing the fixed seven-director composition with a number of individuals (appointed in accordance with NYSE rules) to be determined by Quantum Space with the approval of Inflection Point (not to be unreasonably withheld, delayed or conditioned). The Amendment also makes conforming changes to the Business Combination Agreement, including to the listing covenant, the NYSE listing condition to Closing and the director independence requirement, to refer to the NYSE in place of Nasdaq, and replaces Annex 3.03(a) (Capitalization Table) to the Company Disclosure Letter in its entirety.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits hereto contain certain statements that are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27(a) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21(e) of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination, the estimated or anticipated future results and benefits of New Quantum Space following the Business Combination, including the likelihood and ability of Quantum Space and Inflection Point to successfully consummate the Business Combination, future opportunities for New Quantum Space and other statements that are not historical facts.
These statements are based on the current expectations of the management of Inflection Point and/or Quantum Space and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Inflection Point and Quantum Space. These statements are subject to a number of risks and uncertainties regarding Quantum Space’s business and the Business Combination and actual results may differ materially. These risks and uncertainties include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of any definitive agreements with respect to the Business Combination; the outcome of any legal proceedings that may be instituted against Inflection Point, Quantum Space, the combined company or others; the inability to complete the Business Combination due to the failure to obtain shareholder approval, to obtain financing to complete the Business Combination or other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability of New Quantum Space to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Quantum Space as a result of the announcement and consummation of the Business Combination; the ability of New Quantum Space to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of New Quantum Space to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the possibility that Quantum Space or the combined company may be adversely affected by other economic, business, and/or competitive factors; the amount of redemption requests made by Inflection Point shareholders; unsatisfactory safety performance of Quantum Space’s satellite systems or security incidents at Quantum Space’s facilities; failure of the market for satellites to achieve the growth potential Quantum Space expects; any delayed launches, launch failures, failure of Quantum Space’s satellites to reach their planned orbital locations and significant increases in the costs related to launches of satellites; the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals in Quantum Space’s operations; failure of Quantum Space’s products to operate in the expected manner or defects in its products; counterparty risks on contracts entered into with Quantum Space’s customers and failure of Quantum Space’s prime contractors to maintain their relationships with their counterparties and fulfill their contractual obligations; failure to successfully defend against protests from other bidders for government contracts; changes in the funding levels of various governmental entities with which Quantum Space does business; and other risks and uncertainties discussed in documents of Inflection Point and/or Quantum Space filed, or to be filed, with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Inflection Point and Quantum Space presently do not know, or that Inflection Point and Quantum Space currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Inflection Point’s and Quantum Space’s expectations, plans or forecasts of future events and views as of the date of this communication. Inflection Point and Quantum Space anticipate that subsequent events and developments will cause their assessments to change. However, while Inflection Point and Quantum Space may elect to update these forward-looking statements in the future, Inflection Point and Quantum Space specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Inflection Point’s or Quantum Space’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.
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Additional Information
The Business Combination will be submitted to shareholders of Inflection Point for their consideration. In connection with the Business Combination, PubCo, Inflection Point and Quantum Space have filed a Registration Statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”) with the SEC, which includes a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to shareholders of Inflection Point in connection with its solicitation for proxies for the vote by its shareholders in connection with the Business Combination and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to securityholders of Inflection Point and equityholders of Quantum Space in connection with the completion of the Business Combination. After the Registration Statement is declared effective, Inflection Point will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Inflection Point will send to its shareholders in connection with the Business Combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION.
Investors and security holders are able to obtain copies of these documents and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/prospectus (when available) will be mailed to shareholders of Inflection Point as of a record date to be established for voting on the Business Combination. Shareholders of Inflection Point will also be able to obtain copies of the definitive proxy statement/prospectus without charge, once available, by directing a request to: Inflection Point Acquisition Corp. VI, 1680 Michigan Avenue, Suite 700 #1031, Miami Beach, FL 33139.
Participants in the Solicitation
Inflection Point and its directors, executive officers, and other members of management, and consultants, under SEC rules, may be deemed participants in the solicitation of proxies from Inflection Point’s shareholders with respect to the Business Combination. Information about Inflection Point’s directors and executive officers and a description of their interests in Inflection Point and in its initial business combination is contained in the sections entitled “Management,” “Principal Shareholders,” and “Certain Relationships and Related Party Transactions” of Inflection Point’s final prospectus (File No. 333-292443) for its initial public offering, filed with the SEC on March 30, 2026, which is available free of charge at the SEC’s website at www.sec.gov and at the following URL: https://www.sec.gov/Archives/edgar/data/2102041/000121390026035878/ea0270234-07.htm. Additional information regarding the interests of participants in the proxy solicitation and their direct and indirect interests is contained in the Registration Statement and the proxy statement/prospectus.
Quantum Space, its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Inflection Point’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination are included in the Registration Statement.
No Offer or Solicitation
This communication is for informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or exemptions therefrom. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this communication.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1* | Amendment to Business Combination Agreement and Company Disclosure Letter, dated as of October 22, 2026, by and among Inflection Point Acquisition Corp. VI, IPFX PubCo, Inc., IPFX Merger Sub, Inc., and Quantum Space, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INFLECTION POINT ACQUISITION CORP. VI | |||
| By: | /s/ Kevin Shannon | ||
| Name: | Kevin Shannon | ||
| Title: | Chief Executive Officer | ||
Dated: October 22, 2026 |
|||
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Exhibit 2.1
Annex A-2
AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND COMPANY DISCLOSURE LETTER
This AMENDMENT, dated as of October 22, 2026 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT and the COMPANY DISCLOSURE LETTER is made and entered into by and among Inflection Point Acquisition Corp. VI, a Cayman Islands exempted company (which shall transfer by way of continuation to and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), IPFX PubCo, Inc., a Delaware corporation and wholly owned subsidiary of the Purchaser (“Pubco”), IPFX Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“Merger Sub”), and Quantum Space, LLC, a Delaware limited liability company (the “Company”). The Purchaser, Pubco, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
RECITALS:
WHEREAS, the Parties are parties to that certain Business Combination Agreement, dated as of June 8, 2026 (as may be further amended or supplemented from time to time, the “Business Combination Agreement”);
WHEREAS, in connection with the Business Combination Agreement, the Company delivered to the Purchaser, Pubco and Merger Sub (collectively, the “Purchaser Parties”) that certain Company Disclosure Letter, dated as of June 8, 2026 (the “Company Disclosure Letter”), which, pursuant to Section 10.17 of the Business Combination Agreement, is a part of the Business Combination Agreement as if fully set forth therein;
WHEREAS, the Business Combination Agreement currently contemplates that, from and after the Closing, the Pubco Class A-1 Common Stock and the Pubco Warrants will be listed on Nasdaq, and the Parties now desire that such securities instead be listed on the New York Stock Exchange;
WHEREAS, pursuant to Section 10.11 of the Business Combination Agreement, the Business Combination Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Purchaser Parties and the Company; and
WHEREAS, the Parties desire to amend the Business Combination Agreement as hereinafter set forth, including to amend the Company Disclosure Letter to replace Annex 3.03(a) thereto in its entirety.
NOW, THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
| 1. | Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings ascribed to them in the Business Combination Agreement. |
| 2. | Amendments. The Business Combination Agreement is hereby amended as follows: |
| a. | Section 7.05 of the Business Combination Agreement is hereby amended by deleting clause (ii) of the proviso thereto in its entirety and replacing it with the following: |
“(ii) from and after the Closing, the Parties intend to list on the NYSE only the Pubco Class A-1 Common Stock and the Pubco Warrants.”
| b. | Section 7.17(a) of the Business Combination Agreement is hereby amended by deleting clause (i) in its entirety and replacing it with the following: |
“consist of a number of individuals (appointed in accordance with applicable NYSE rules) to be determined by the Company with the approval of the Purchaser (which approval shall not be unreasonably withheld, delayed or conditioned)”.
| c. | Section 7.17(a) of the Business Combination Agreement is hereby amended by replacing the phrase “who shall satisfy applicable Nasdaq independence and other listing requirements” in clause (iii) with the following: |
“who shall satisfy applicable NYSE independence and other listing requirements”.
| d. | Section 7.23 of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following: |
“Listing. The Parties shall use their reasonable best efforts to cause: (a) Pubco’s initial listing application with the NYSE in connection with the transactions contemplated by this Agreement to have been approved; (b) Pubco to satisfy all applicable initial and continuing listing requirements of the NYSE; and (c) the shares of Pubco Class A-1 Common Stock and the Pubco Warrants issuable in accordance with this Agreement to be approved for listing on the NYSE. The Company and its counsel shall prepare, file, and respond to supplemental information requests with respect to, an application to list such securities on the NYSE (and the Purchaser and Pubco shall reasonably cooperate in connection therewith), as promptly as reasonably practicable after the date of Amendment No. 1 to this Agreement, and in any event prior to the Closing Date.”
| e. | Section 8.01(e) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following: |
“(e) NYSE Listing. The NYSE shall have notified the Parties that it has approved, or intends to approve prior to Closing, the application to list on the NYSE the shares of Pubco Class A-1 Common Stock to be issued in connection with the Transactions, subject only to official notice of issuance and any requirement to have a sufficient number of round-lot holders of the Pubco Common Stock (provided that this condition shall not apply to the extent the shares of Pubco Class A-1 Common Stock have not been conditionally approved for listing due to a failure to meet any “market value of publicly held securities” or similarly titled requirement as a result of the Company not causing a sufficient number of Seller Contributions to be made for Pubco Class A-1 Common Stock).”
| f. | Section 11.01 of the Business Combination Agreement is hereby amended by adding the following definition in the appropriate alphabetical order: |
“NYSE” means the New York Stock Exchange LLC.”
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| g. | The Business Combination Agreement is hereby further amended such that, except as set forth in the immediately following sentence, each reference therein to “Nasdaq” to the extent relating to (i) the listing of Pubco or of any securities of Pubco (including the Pubco Class A-1 Common Stock and the Pubco Warrants), (ii) any filing, application or other submission made by or on behalf of Pubco in connection with such listing, or (iii) the rules, regulations and listing requirements applicable to Pubco or the Pubco Board, in each case, from and after the Closing, shall be deemed to be a reference to the NYSE. For the avoidance of doubt, references in the Business Combination Agreement to “Nasdaq” to the extent relating to the existing listing of the Cayman Purchaser Units, the Purchaser Class A Ordinary Shares or the Purchaser Public Warrants, or the obligations of the Purchaser with respect thereto prior to the Closing (including under Section 6.06, the first sentence of Section 7.05 and Section 7.21), shall remain unchanged. |
| 3. | Amendment to Company Disclosure Letter. Annex 3.03(a) (Capitalization Table) to the Company Disclosure Letter is hereby deleted in its entirety and replaced with the capitalization table attached hereto as Exhibit A (the “Amended Annex 3.03(a)”). The Amended Annex 3.03(a) shall be deemed to have been included in, and delivered as part of, the Company Disclosure Letter as of the date of the Business Combination Agreement for all purposes of the Business Combination Agreement, including Section 3.03(a) and Article VIII of the Business Combination Agreement. From and after the date of this Amendment, each reference in the Company Disclosure Letter to “Annex 3.03(a)”, including in Section 3.03(a) and Section 7.20(b) of the Company Disclosure Letter, and each reference in the Business Combination Agreement to Section 3.03(a) of the Company Disclosure Letter, shall be deemed to refer to the Amended Annex 3.03(a). |
| 4. | Effect of this Amendment. Except as expressly provided by this Amendment, each of the provisions of the Business Combination Agreement (including the Company Disclosure Letter) shall remain unchanged and in full force and effect following the execution of this Amendment. Following the execution of this Amendment, references in the Business Combination Agreement to “this Agreement”, “herein”, “hereof” or phrases having a similar meaning shall refer to the Business Combination Agreement as amended by this Amendment, and each reference in the Business Combination Agreement to the “Company Disclosure Letter” and each reference in the Company Disclosure Letter to “this Disclosure Letter” shall mean the Company Disclosure Letter as amended by this Amendment; provided, that references in the Business Combination Agreement to “the date hereof” or “the date of this Agreement” shall continue to refer to June 8, 2026. |
| 5. | Entire Agreement. This Amendment and the Business Combination Agreement (including the Company Disclosure Letter) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties or any of their respective Subsidiaries with respect to the subject matter hereof. |
| 6. | General Provisions. Section 10.02 (Notices), Section 10.06 (Governing Law), Section 10.07 (Jurisdiction), Section 10.08 (Waiver of Jury Trial), Section 10.10 (Severability) and Section 10.14 (Counterparts) of the Business Combination Agreement are incorporated herein by reference and shall apply, mutatis mutandis, to this Amendment as though fully set forth herein. |
[Signature pages follow]
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective authorized representatives as of the date first written above.
| INFLECTION POINT ACQUISITION CORP. VI | |||
| By: | /s/ Kevin Shannon | ||
| Name: | Kevin Shannon | ||
| Title: | Chief Executive Officer | ||
| IPFX PUBCO, INC. | |||
| By: | /s/ Kevin Shannon | ||
| Name: | Kevin Shannon | ||
| Title: | President and Chief Executive Officer | ||
| IPFX MERGER SUB, INC. | |||
| By: | /s/ Kevin Shannon | ||
| Name: | Kevin Shannon | ||
| Title: | President and Chief Executive Officer | ||
| QUANTUM SPACE, LLC | |||
| By: | /s/ James Bridenstine | ||
| Name: | James Bridenstine | ||
| Title: | Chief Executive Officer | ||
[Signature Page to Amendment to Business Combination Agreement and Company Disclosure Letter]
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