Sec Form 3 Filing - Inflection Point Holdings LLC @ Inflection Point Acquisition Corp. - 2021-09-21

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Inflection Point Holdings LLC 2. Issuer Name and Ticker or Trading Symbol Inflection Point Acquisition Corp. [ IPAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O INFLECTION POINT ACQUISITION CORP., 34 EAST 51ST STREET, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/21/2021 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 8,625,000 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Inflection Point Holdings LLC C/O INFLECTION POINT ACQUISITION CORP. 34 EAST 51ST STREET, 5TH FLOOR NEW YORK, NY10022 X See Remarks KINGSTOWN CAPITAL MANAGEMENT L.P. C/O INFLECTION POINT ACQUISITION CORP. 34 EAST 51ST STREET, 5TH FLOOR NEW YORK, NY10022 X See Remarks KINGSTOWN MANAGEMENT GP LLC C/O INFLECTION POINT ACQUISITION CORP. 34 EAST 51ST STREET, 5TH FLOOR NEW YORK, NY10022 X See Remarks BLITZER MICHAEL C/O INFLECTION POINT ACQUISITION CORP. 34 EAST 51ST STREET, 5TH FLOOR NEW YORK, NY10022 X X Co-Chief Executive Officer SHANON GUY C/O INFLECTION POINT ACQUISITION CORP. 34 EAST 51ST STREET, 5TH FLOOR NEW YORK, NY10022 X X Co-Chief Executive Officer Signatures /s/ Russell Deutsch, Attorney-in-Fact for Inflection Point Holdings LLC 09/21/2021 Signature of Reporting Person Date /s/ Russell Deutsch, Attorney-in-Fact for Kingstown Capital Management, L.P. 09/21/2021 Signature of Reporting Person Date /s/ Russell Deutsch, Attorney-in-Fact for Kingstown Management GP LLC 09/21/2021 Signature of Reporting Person Date /s/ Russell Deutsch, Attorney-in-Fact for Michael Blitzer 09/21/2021 Signature of Reporting Person Date /s/ Russell Deutsch, Attorney in Fact for Guy Shanon 09/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B ordinary shares are convertible for shares of the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-253963) (the "Registration Statement") and have no expiration date. The shares of Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,125,000 shares of Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. ( 2 )Inflection Point Holdings LLC is the record holder of the securities reported herein. Kingstown Capital Management, L.P. is the manager of Inflection Point Holdings LLC and shares voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. Kingstown Management GP LLC is the general partner of Kingstown Capital Management, L.P. and shares voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. Michael Blitzer and Guy Shanon are the Managing Members of Kingstown Management GP LLC and share voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. Each of Kingstown Management GP LLC, Kingstown Capital Management, LP, Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Inflection Point Holdings LLC other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.

Remarks: The Sponsor, Kingstown Capital Management, L.P. and Kingstown Management GP LLC may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Michael Blitzer and Guy Shanon are each members of the board of directors of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2, 24.3, 24,4 and 24.5 - Powers of Attorney.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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