UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
or
☐ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-42392
Inflection Point Acquisition Corp. IV
(Exact name of registrant as specified in its
charter)
Cayman Islands 98-1797826
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
1345 Avenue of the America , Fl 47
New York , NY 10105
(Address of principal executive offices)
(212) 984-3835
(Registrant’s telephone number)
Not Applicable
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one right BACQU The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share BACQ The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share BACQR The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”,
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of November
12, 2025, there were 25,425,000
Class A ordinary shares, par value $0.0001 per share and 8,333,333 Class B ordinary shares, par value $0.0001 per share, of the registrant
issued and outstanding.
INFLECTION POINT ACQUISITION CORP. IV
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER
30, 2025
TABLE OF CONTENTS
Page
Part I. FINANCIAL INFORMATION
1
Item 1. Interim Financial Statements
1
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024
1
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and for the Three Months Ended September 30, 2024 and for the Period from June 24, 2024 (Inception) through September 30, 2024 (Unaudited)
2
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2025 and for the Three Months ended September 30, 2024 and for the Period from June 24, 2024 (Inception) through September 30, 2024 (Unaudited)
3
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and for the Period from June 24, 2024 (Inception) through September 30, 2024 (Unaudited)
4
Notes to Condensed Consolidated Financial Statements (Unaudited)
5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3. Quantitative and Qualitative Disclosures About Market Risk
30
Item 4. Controls and Procedures
30
Part II. OTHER INFORMATION
31
Item 1. Legal Proceedings
31
Item 1A. Risk Factors
31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
31
Item 3. Defaults Upon Senior Securities
31
Item 4. Mine Safety Disclosures
31
Item 5. Other Information
32
Item 6. Exhibits
32
Part III. Signatures
33
i
Unless otherwise stated in this Report (as defined below), or the
context otherwise requires, references to:
● “2024
Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC (as defined
below) on March 10, 2025;
● “Amended
and Restated Memorandum” are to our Amended and Restated Memorandum and Articles of Association, as amended and currently in effect;
●
“ASC”
are to the FASB (as defined below) Accounting Standards Codification;
●
“ASU”
are to the FASB Accounting Standards Update;
●
“Board
of Directors” or “Board” are to our board of directors;
●
“Business
Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses;
●
“Class
A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;
●
“Class
B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;
●
“Combination
Period” are to the 24-month period, from the closing of the Initial Public Offering to November 4, 2026 (or such earlier date
as determined by the Board), that we have to consummate an initial Business Combination; provided that the Combination Period may
be extended pursuant to an amendment to the Amended and Restated Memorandum and consistent with applicable laws, regulations and
stock exchange rules;
●
“Company,”
“our,” “we” or “us” are to Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company;
●
“Continental”
are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and rights agent of our Public
Rights (as defined below);
●
“Exchange
Act” are to the Securities Exchange Act of 1934, as amended;
●
“FASB”
are to the Financial Accounting Standards Board;
●
“Founder Shares”
are to the Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and the Class A Ordinary
Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination or
earlier at the option of the holders thereof, as described herein (for the avoidance of doubt, such Class A Ordinary Shares will
not be “Public Shares” (as defined below));
●
“GAAP”
are to the accounting principles generally accepted in the United States of America;
●
“Initial
Public Offering” or “IPO” are to the initial public offering that we consummated on November 4, 2024;
●
“Investment
Company Act” are to the Investment Company Act of 1940, as amended;
●
“IPO
Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $750,000 issued to our Sponsor
on June 25, 2024;
●
“IPO
Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on July 12, 2024, as amended,
and declared effective on October 31, 2024 (File No. 333-280777);
●
“JOBS
Act” are to the Jumpstart Our Business Startups Act of 2012;
●
“Management”
or our “Management Team” are to our executive officers and directors;
●
“Nasdaq”
are to the Nasdaq Global Market;
●
“Nasdaq 36-Month
Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete
one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement;
●
“Nasdaq Rules”
are to the continued listing rules of Nasdaq, as they exist as of the date of this Report;
ii
●
“Ordinary
Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together;
●
“Private
Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the
closing of our Initial Public Offering;
●
“Private
Placement Rights” are to the rights sold as part of the Private Placement Units (as defined below) in our Private Placement;
●
“Private
Placement Units” are to the units issued to our Sponsor in the Private Placement, each Private Placement Unit consists
of one Class A Ordinary Share and one Private Placement Right to receive one-tenth of one Class A Ordinary Share upon the consummation
of the Company’s Business Combination;
●
“Private
Placement Units Purchase Agreements” are to the Private Placement Units Purchase Agreements, dated October 31, 2024, which
we entered into with the Sponsor;
●
“Public
Shares” are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether
they were purchased in our Initial Public Offering or thereafter in the open market);
●
“Public
Shareholders” are to the holders of our Public Shares, including our Management Team to the extent the members of our Management
Team purchase Public Shares, provided that each Initial Shareholder’s and member of our Management Team’s status as a
“Public Shareholder” will only exist with respect to such Public Shares;
●
“Public
Rights” are to the rights sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our
Initial Public Offering or purchased in the open market);
●
“Report”
are to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025;
●
“Rights”
are to the Public Rights and Private Placement Rights;
●
“SEC”
are to the U.S. Securities and Exchange Commission;
●
“Securities
Act” are to the Securities Act of 1933, as amended;
●
“SPACs”
are to special purpose acquisition companies;
●
“Sponsor”
are to Bleichroeder Sponsor 1 LLC, a Delaware limited liability company;
●
“Trust
Account” are to the U.S.-based trust account in which an amount of $250,000,000 from the net proceeds of the sale of the Units
in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial
Public Offering;
●
“Underwriting
Agreement” are to the Underwriting Agreement, dated October 31, 2024, which we entered into with Cohen & Company Capital
Markets, a division of J.V.B Financial Group, LLC, as representative of the several underwriters for our IPO;
●
“Units”
are to the units sold in our Initial Public Offering, which consist of one Public Share and one Public Right;
●
“Working
Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business
Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan
us.
iii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
INFLECTION POINT ACQUISITION CORP. IV
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
2025
December 31,
(Unaudited)
2024
ASSETS
Current assets
Cash
$ 1,049,403
$ 2,107,309
Prepaid expenses
23,592
23,150
Short-term prepaid insurance
256,563
181,563
Total current assets
1,329,558
2,312,022
Long-term prepaid insurance
15,130
151,302
Investments held in Trust Account
259,730,180
251,756,198
TOTAL ASSETS
$ 261,074,868
$ 254,219,522
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses
$ 2,049,541
$ 3,451
Accrued offering costs
75,000
75,000
Cash underwriting fee payable
1,000,000
1,000,000
Total current liabilities
3,124,541
1,078,451
Deferred underwriting fee payable
8,750,000
8,750,000
TOTAL LIABILITIES
11,874,541
9,828,451
COMMITMENTS AND CONTINGENCIES (Note 6)
Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 500,000,000 shares authorized; 25,000,000 shares issued and outstanding, at redemption value of approximately $ 10.39 and $ 10.07 per share at September 30, 2025 and December 31, 2024, respectively
259,730,180
251,756,198
SHAREHOLDERS’ DEFICIT
Preferred shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at September 30, 2025 and December 31, 2024
—
—
Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 425,000 issued and outstanding at September 30, 2025 and December 31, 2024 (excluding 25,000,000 shares subject to possible redemption), respectively
43
43
Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized; 8,333,333 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
833
833
Additional paid-in capital
—
—
Accumulated deficit
( 10,530,729 )
( 7,366,003 )
TOTAL SHAREHOLDERS’ DEFICIT
( 10,529,853 )
( 7,365,127 )
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
$ 261,074,868
$ 254,219,522
The accompanying notes are an integral part of
the unaudited condensed consolidated financial statements.
1
INFLECTION POINT ACQUISITION CORP. IV
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
September 30,
For the Nine Months Ended September 30,
For the Period from June 24, 2024
(Inception) Through
September 30,
2025
2024
2025
2024
General and administrative expenses
$ 2,615,816
$ 47,447
$ 3,212,856
$ 77,427
Loss from operations
( 2,615,816 )
( 47,447 )
( 3,212,856 )
( 77,427 )
OTHER INCOME
Interest earned on bank account
14,040
—
48,130
—
Interest earned on investments held in Trust Account
2,685,470
—
7,973,982
—
Total other income
2,699,510
—
8,022,112
—
NET INCOME (LOSS)
$ 83,694
$ ( 47,447 )
$ 4,809,256
$ ( 77,427 )
Weighted average shares outstanding of Class A ordinary shares
25,000,000
—
25,000,000
—
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares
$ 0.00
$ —
$ 0.14
$ —
Weighted average shares outstanding of Class B ordinary shares
8,333,333
8,333,333
8,333,333
8,333,333
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares
$ 0.00
$ ( 0.01 )
$ 0.14
$ ( 0.01 )
The accompanying notes are an integral part of
the unaudited condensed consolidated financial statements.
2
INFLECTION POINT ACQUISITION CORP. IV
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2025
Class A
Ordinary Shares
Class B
Ordinary Shares
Additional
Paid-in
Accumulated
Total
Shareholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance — January 1, 2025
425,000
$ 43
8,333,333
$ 833
$ —
$ ( 7,366,003 )
$ ( 7,365,127 )
Accretion for Class A ordinary shares to redemption amount
—
—
—
—
( 2,636,302 )
( 2,636,302 )
Net income
—
—
—
—
—
2,416,719
2,416,719
Balance — March 31, 2025 (unaudited)
425,000
43
8,333,333
833
—
( 7,585,586 )
( 7,584,710 )
Accretion for Class A ordinary shares to redemption amount
—
—
—
—
—
( 2,652,210 )
( 2,652,210 )
Net income
—
—
—
—
—
2,308,843
2,308,843
Balance — June 30, 2025 (unaudited)
425,000
43
8,333,333
833
—
( 7,928,953 )
( 7,928,077 )
Accretion for Class A ordinary shares to redemption amount
—
—
—
—
—
( 2,685,470 )
( 2,685,470 )
Net income
—
—
—
—
—
83,694
83,694
Balance — September 30, 2025 (unaudited)
425,000
$ 43
8,333,333
$ 833
$ —
$ ( 10,530,729 )
$ ( 10,529,853 )
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024
AND
FOR THE PERIOD FROM JUNE 24, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
Class A
Ordinary Shares
Class B
Ordinary Shares
Additional
Paid-in
Accumulated
Total
Shareholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance — June 24, 2024 (Inception)
—
$ —
—
$ —
$ —
$ —
$ —
Class B ordinary shares issued to Sponsor
—
—
9,583,333
958
24,042
—
25,000
Net loss
—
—
—
—
—
( 29,980 )
( 29,980 )
Balance – June 30, 2024
—
—
9,583,333
958
24,042
( 29,980 )
( 4,980 )
Net loss
—
—
—
—
—
( 47,447 )
( 47,447 )
Balance – September 30, 2024 (unaudited)
—
$ —
9,583,333
$ 958
$ 24,042
$ ( 77,427 )
$ ( 52,427 )
The accompanying notes are an integral part
of the unaudited condensed consolidated financial statements.
3
INFLECTION POINT ACQUISITION CORP. IV
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine
Months Ended
September 30,
For the
Period from
June 24, 2024 (Inception)
Through
September 30,
Cash flows from operating activities:
2025
2024
Net income (loss)
$ 4,809,256
$ ( 77,427 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares
―
9,153
Interest earned on marketable securities held in Trust Account
( 7,973,982 )
―
Payment of expenses through promissory note - related party
―
62,741
Changes in operating assets and liabilities:
Prepaid expenses
( 442 )
―
Prepaid Insurance
61,172
―
Accrued expenses
2,046,090
5,533
Net cash used in operating activities
( 1,057,906 )
—
Net change in cash
( 1,057,906 )
—
Cash – beginning of period
2,107,309
—
Cash – end of period
$ 1,049,403
$ —
Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs
$ ―
$ 84,289
Deferred offering costs paid through promissory note – related party
$ ―
$ 193,900
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
$ ―
$ 15,847
Prepaid services paid by Sponsor through the promissory note – related party
$ ―
$ 1,170
The accompanying notes are an integral part
of the unaudited condensed consolidated financial statements.
4
INFLECTION POINT ACQUISITION CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Inflection Point Acquisition Corp. IV (f/k/a
Bleichroeder Acquisition Corp. I, the “Company”) is a blank check company incorporated as a Cayman Islands exempted
corporation on June 24, 2024 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”).
On August 13, 2025 (the “Signing Date”),
the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time
in accordance with its terms, the “Merlin Labs Business Combination Agreement”), by and among the Company, IPDX Merger Sub,
Inc., a Delaware corporation and a direct wholly owned subsidiary of Inflection Point (“Merger Sub”), and Merlin Labs, Inc.,
a Delaware corporation (“Merlin Labs”), pursuant to which, among other things and subject to the terms and conditions therein,
Merger Sub will merge with and into Merlin Labs, with Merlin Labs continuing as the surviving company (the “Merger”). The
transactions contemplated by the Merlin Labs Business Combination Agreement are referred to herein as the “Merlin Labs Business
Combination.”
Merger Sub was incorporated on August 8, 2025
for the sole purposes of effecting the Merlin Labs Business Combination.
As of September 30, 2025, the Company had not
commenced any operations. All activity for the period from June 24, 2024 (inception) through September 30, 2025 relates to the Company’s
formation and the initial public offering (the “Initial Public Offering”), which is described below, and the search for a
prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial
Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from
the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s
Initial Public Offering was declared effective on October 31, 2024. On November 4, 2024, the Company consummated the Initial Public Offering
of 25,000,000 units (the “Units”) at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 , which is described in Note
3. Each Unit consists of one Class A ordinary share (the “Public Shares”) and one right to receive one tenth (1/10) of a
Class A ordinary share upon the consummation of an initial Business Combination (“Public Right”). Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of 425,000 private placement units (each, a “Private Placement
Unit”) at a price of $ 10.00 per Private Placement Unit in a private placement to Bleichroeder Sponsor 1 LLC (the “Sponsor”),
generating gross proceeds of $ 4,250,000 , which is described in Note 4. Each Private Placement Unit consists of one Class A ordinary
share and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial Business Combination
(“Private Placement Right”).
Transaction costs amounted to $ 11,403,592 , consisting
of $ 2,000,000 of cash underwriting fee, $ 8,750,000 of deferred underwriting fee, and $ 653,592 of other offering costs.
On November 21, 2024, the Company announced that,
commencing on December 2, 2024, the holders of the Units, each Unit consisting of one Class A ordinary share of the Company, and one
right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial Business Combination,
may elect to separately trade the Class A ordinary shares and the rights included in the Units. Any Units not separated will continue
to trade on the Nasdaq Global Market under the symbol “BACQU.” The Class A Ordinary shares and the rights trade on the Nasdaq
Global Market under the symbols “BACQ” and “BACQR,” respectively. Holders of Units need to have their brokers
contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class
A ordinary shares and rights.
The Company’s Business Combination must
be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account
(as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust
Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business
Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that
the Company will be able to successfully effect a Business Combination.
5
INFLECTION POINT ACQUISITION
CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
Following the closing of the Initial Public Offering
on November 4, 2024, an amount of $ 250,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the
net proceeds from the sale of the Private Placement Units, was placed in the trust account (the “Trust Account”), located
in the United States, with Continental Stock Transfer & Trust Company acting as trustee. The funds are held in mutual funds composed
of U.S. treasury securities meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in
direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole
purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment
company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account,
the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential
status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to
hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest
earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Initial Public
Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion
of the Company’s initial Business Combination or an earlier redemption in connection with the commencement of the procedures to
consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business
Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business
Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s
board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the
Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated
memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption
in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated
an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of
the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
The Company will provide the Company’s
public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business
Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without
a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial
Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be
entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned
on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the
limitations.
The ordinary shares subject to redemption were
recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with
Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480,
“Distinguishing Liabilities from Equity.” In such case, if the Company seeks shareholder approval, a majority of the issued
and outstanding shares voted are voted in favor of the Business Combination.
6
INFLECTION POINT ACQUISITION
CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
The Company will have only the duration of the
Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination
within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account (less the amount of taxes payable and up to $ 100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete
payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and subject to the other requirements of applicable law.
The Sponsor, officers and directors have entered
into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to
their Founder Shares, private placement shares and public shares in connection with the completion of the initial Business Combination;
(ii) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection
with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive
their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if
the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating
distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business
Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any
Founder Shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including
in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5
under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business
Combination.
The Company’s Sponsor has agreed that it
will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,
or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar
agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per
public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust
Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity
of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,
as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations,
nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company
believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would
be able to satisfy those obligations.
Management Changes
Effective July 10, 2025, (i) Marcello Padula
resigned as Chief Financial Officer, (ii) Michael Blitzer, Robert Folino and Kevin Shannon were appointed as President and Chief Executive
Officer, Chief Financial Officer, and Chief Operating Officer, respectively, (iii) Nazim Cetin and Pierre Weinstein resigned from the
Company’s board of directors (the “Board”) and the Audit Committee of the Board and (iv) the Board appointed incumbent
directors Joseph Samuels and Antoine Theysset to the Audit Committee. Mr. Blitzer was also appointed to the Board. In connection with
their appointments, each of Mr. Blitzer, Mr. Folino and Mr. Shannon signed a joinder to that certain letter agreement dated as of October
31, 2024, by and among the Company, its officers, its directors and the Sponsor, pursuant to which, among other things, the signatories
agreed to waive certain redemption rights and to vote any ordinary shares of Company they hold in favor of an initial Business Combination.
Each of Mr. Blitzer, Mr. Folino and Mr. Shannon also entered into a standard indemnity agreement with the Company.
7
INFLECTION POINT ACQUISITION
CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
Mr. Blitzer and Mr. Shannon are affiliates of
Inflection Point Fund I LP, which is a member of the Company’s Sponsor.
Merlin Labs Business Combination
On the Signing Date, the Company entered into
the Merlin Labs Business Combination Agreement, by and among the Company, Merger Sub, and Merlin Labs, pursuant to which, among other
things and subject to the terms and conditions therein, Merger Sub will merge with and into Merlin Labs, with Merlin Labs continuing
as the surviving company. The combined company’s business will continue to operate through Merlin Labs and its subsidiaries. In
connection with the closing of the Merlin Labs Business Combination (the “Closing”), the Company will change its name to
Merlin Labs, Inc. (such company after the closing of the Merlin Labs Business Combination, “New Merlin Labs”).
The Domestication
The Company will, subject to obtaining the required
shareholder approvals change its jurisdiction of incorporation by deregistering from the Register of Companies in the Cayman Islands
as a Cayman Islands exempted company by way of continuation out of the Cayman Islands and continuing and domesticating as a corporation
incorporated under the laws of the State of Delaware (the “Domestication”, and Inflection Point after the Domestication,
“Post-Domestication Inflection Point”). In connection with the completion of the Merlin Labs Business Combination, the Company
will provide the holders of its Public Shares (the “Public Shareholders”) the opportunity to redeem their Public Shares on
the terms and conditions set forth in the Merlin Labs Business Combination Agreement and the Company’s governing documents. The
Company will complete the Redemption of properly tendered Public Shares at least one day prior to the Domestication.
Subject to the satisfaction or waiver of the
conditions of the Merlin Labs Business Combination Agreement, including approval of the Company’s shareholders, (a) immediately
prior to the Domestication, pursuant to that certain Sponsor Support Agreement, dated as of August 13, 2025 (the “Sponsor Support
Agreement”), by and among the Company, Merlin Labs, the Sponsor, and Inflection Point Fund I, LP, a Delaware limited partnership
(“Inflection Point Fund”), the holders of the Founder Shares (such holders, the “Class B Shareholders”), will
elect to convert each Founder Share, on a one-for-one basis, into a Class A Ordinary Share (the “Sponsor Share Conversion”);
(b) in connection with the Domestication, (i) each of the then issued and outstanding Class A Ordinary Shares will convert automatically,
on a one-for-one basis, into a share of common stock, par value $ 0.0001 per share, of Post-Domestication Inflection Point (the “New
Merlin Labs Common Stock”); (ii) each of the then issued and outstanding Rights will convert automatically into a right of Post-Domestication
Inflection Point (each right, a “Post-Domestication Right”); and (iii) each of the then issued and outstanding Units will
convert automatically into a unit of Post-Domestication Inflection Point, consisting of one share of New Merlin Labs Common Stock and
one Post-Domestication Right.
The Merger and Consideration
Upon the terms and subject to the satisfaction
or waiver of the conditions of the Merlin Labs Business Combination Agreement, immediately prior to the effective time of the Merger
(the “Effective Time”):
(1) each convertible security of Merlin Labs (other than the
Pre-Funded Convertible Notes (as defined below)) that is outstanding immediately prior to the Effective Time, to the extent applicable,
will automatically convert in full into shares of preferred stock or common stock of Merlin Labs (“Merlin Labs Common Stock”),
in accordance with the terms thereof;
(2) each warrant of Merlin Labs exercisable for the preferred
stock of Merlin Labs that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a
cashless basis in full in accordance with its terms or otherwise exercised in full;
(3) immediately after giving effect to the conversions and exercises
set forth in clauses (1) and (2) above, each issued and outstanding share of preferred stock of Merlin Labs (including each
share of preferred stock issued upon the conversions and exercises described in clauses (1) and (2) above) will automatically
convert into such number of shares of Merlin Labs Common Stock into which such shares of preferred stock of Merlin Labs, as applicable,
are convertible in connection with the Merger pursuant to the organizational documents of Merlin Labs; and
(4) each warrant of Merlin Labs (other than the Pre-Funded Convertible
Series A Preferred Stock Investor Warrants (as defined below)) exercisable for Merlin Labs Common Stock that is outstanding and
unexercised immediately prior to the Effective Time shall automatically be exercised on a cashless basis in full in accordance with its
terms or otherwise exercised in full.
In connection with the transactions contemplated
by the Merlin Labs Business Combination Agreement, on July 2, 2025, and on August 13, 2025, Merlin Labs entered into certain convertible
note purchase agreements (the “Pre-PIPE Note Purchase Agreements”) and securities purchase agreement (the “Pre-PIPE
Securities Purchase Agreements” and together with the Pre-PIPE Note Purchase Agreements, the “Pre-PIPE Investment Agreements”),
respectively, with certain accredited investors named therein (collectively, the “Pre-PIPE Investors”). Pursuant to the Pre-PIPE
Investment Agreements, the Pre-PIPE Investors agreed, among other things, to purchase, and Merlin Labs issued and sold, an aggregate
of approximately $ 78 million of convertible promissory notes (the “Pre-Funded Convertible Notes”) and warrants (the
“Pre-Funded Convertible Note Investor Warrant s ”), substantially concurrently with the execution and delivery
of the Merlin Labs Business Combination Agreement (such investment contemplated by the Pre-PIPE Investment Agreements, the “Pre-Funded
Note Investment”).
8
INFLECTION POINT ACQUISITION
CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
Pursuant to the Merlin Labs Business Combination
Agreement, the aggregate consideration (the “Aggregate Consideration”) to be paid to the holders of securities of Merlin
Labs (the “Merlin Labs Equity Holders”) (other than the holders of the Pre-Funded Convertible Notes and the Pre-Funded Convertible
Note Investor Warrants in respect of those securities) in, or in connection with, the Merger shall be the number of shares of New
Merlin Labs Common Stock equal to the quotient of: (a) $ 800,000,000 (the “Purchase Price”), divided by (b) the
price at which each Public Share may be redeemed in connection with the extraordinary general meeting to be held to approve the Merlin
Labs Business Combination.
The consideration to be paid in, or in connection
with, the Merger to each holder of a Pre-Funded Convertible Note (the “Convertible Note Consideration”) shall be a number
of shares of New Merlin Labs’ 12.0 % Series A Cumulative Convertible Preferred Stock, par value $ 0.0001 per share (“Series
A Preferred Stock”) equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and
accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing, divided by (ii) $10.20
(with respect to the Pre-Funded Convertible Notes sold pursuant to the Pre-PIPE Note Purchase Agreements), as may be adjusted pursuant
to the terms and conditions of such Pre-Funded Convertible Notes, or $12.00 (with respect to the Pre-Funded Convertible Notes sold pursuant
to the Pre-PIPE Securities Purchase Agreements).
The consideration to be paid in, or in connection
with, the Merger to each holder of a Pre-Funded Convertible Note Investor Warrant (the “Pre-Funded Convertible Note Investor
Warrant Consideration”) shall be one or more warrants to purchase a number of shares of New Merlin Labs Common Stock (“New
Merlin Labs Series A Investor Warrants”) equal to the quotient of (i) the aggregate exercise price of such Pre-Funded Convertible
Note Investor Warrant immediately prior to the Effective Time, divided by (ii) $12.00.
Upon the terms and subject to the satisfaction
or waiver of the conditions of the Merlin Labs Business Combination Agreement, at the Effective Time:
(1) each share of Merlin Labs Common Stock that is owned by the
Company, Merger Sub, or Merlin Labs immediately prior to the Effective Time (each, an “Excluded Share”) will be canceled
and shall cease to exist and no consideration will be delivered in exchange therefor;
(2) each share of Merlin Labs Common Stock that is issued and
outstanding immediately prior to the Effective Time (other than Excluded Shares) will be canceled and converted into the right to receive
a number of shares of New Merlin Labs Common Stock equal to the Aggregate Consideration divided by the fully diluted capital of Merlin
Labs, which is the sum (without duplication) of the aggregate number of shares of Merlin Labs Common Stock that are (i) issued and
outstanding immediately prior to the Effective Time (including those issued upon conversion of all issued and outstanding preferred stock
of Merlin Labs, as applicable, and excluding securities underlying the Pre-Funded Convertible Notes or Pre-Funded Convertible Note Investor
Warrant), (ii) issuable upon full exercise of all issued and outstanding options of Merlin Labs, and (iii) issuable upon full
settlement of all issued and outstanding Merlin Labs RSU (as defined below) (such conversion ratio, the “Exchange Ratio”);
(3) each option to purchase equity securities of Merlin Labs
(“Merlin Labs Option”) will automatically cease to represent an option to purchase Merlin Labs Common Stock and be assumed
and converted on the same terms and conditions as were applicable as of the Effective Time, into an option to acquire that number of
New Merlin Labs Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Merlin
Labs Common Stock subject to such Merlin Labs Option and (B) the Exchange Ratio, at an exercise price per share of Merlin Labs Common
Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Merlin
Labs Common Stock of such Merlin Labs Option by (y) the Exchange Ratio;
(4) each restricted stock unit in respect of equity securities
of Merlin Labs, granted pursuant to the 2018 Equity Incentive Plan of Merlin Labs after the date of the Business Combination Agreement
and prior to the Effective Time (“Merlin Labs RSU”), will cease to represent a right to acquire shares of Merlin Labs Common
Stock and be assumed and converted on the same terms and conditions as were applicable as of the Effective Time, into a restricted stock
unit representing the right to acquire that number of New Merlin Labs Common Stock (rounded down to the nearest whole share) equal to
the product of (A) the number of shares of Merlin Labs Common Stock subject to such Merlin Labs RSU and (B) the Exchange Ratio;
(5) each Pre-Funded Convertible Note that is outstanding immediately
prior to the Effective Time will automatically be canceled and converted into the right to receive the Convertible Note Consideration;
(6) each Pre-Funded Convertible Note Investor Warrant that
is outstanding and unexercised immediately prior to the Effective Time will automatically be canceled and converted into the right to
receive the Pre-Funded Convertible Note Investor Warrant Consideration; and
(7) (x) each then issued and outstanding Post-Domestication
Right shall convert automatically into one-tenth of one share of New Merlin Labs Common Stock, pursuant to that certain Rights Agreement,
dated as of October 31, 2024, by and between Inflection Point and the right agent with any fractional shares of New Merlin Labs
Common Stock to be issued in connection with such conversion rounded down to the nearest whole share; and (y) each then issued and
outstanding Post-Domestication Unit shall be canceled and will thereafter entitle the holder thereof to one and one-tenth (1.1) shares
of New Merlin Labs Common Stock, with any fractional shares of New Merlin Labs Common Stock to be issued in connection with such separation
rounded down to the nearest whole share.
9
INFLECTION POINT ACQUISITION
CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
Closing Conditions
The obligations of the Company and Merlin Labs
to consummate the Merlin Labs Business Combination are subject to the satisfaction or waiver of other customary closing conditions, including
without limitation: (i) the adoption and/or approval, as applicable, by the Company’s shareholders of (A) the Merlin
Labs Business Combination Agreement and Merlin Labs Business Combination in accordance with applicable law and exchange rules and regulations,
(B) the Domestication, (C) the proposed charter and the bylaws of New Merlin Labs upon Domestication, including any separate
or unbundled advisory proposals as are required to implement the foregoing, (D) the issuance of shares of New Merlin Labs Common
Stock, Series A Preferred Stock and Series A Preferred Investor Warrants, as required by Nasdaq Listing Rule 5635, (E) the
equity incentive plan and employee stock purchase plan of New Merlin Labs as described in the Merlin Labs Business Combination Agreement,
(F) the appointment of director nominees in accordance with the terms in the Merlin Labs Business Combination Agreement, (G) any
other proposals as the SEC (or staff member thereof) may indicate are necessary, (H) any other proposals as reasonably agreed to
by the parties to the Merlin Labs Business Combination Agreement to be necessary or appropriate in connection with the Merlin Labs Business
Combination, and (I) adjournment of the extraordinary general meeting (as defined below) to a later date or dates, if necessary
or convenient, in the reasonable determination of the chairman of the Company, to (x) permit further solicitation and vote of proxies
in the event that there are insufficient votes for any of the foregoing, (y) if the Company determines that one or more of the conditions
to Closing is not or will not be satisfied or waived or (z) to facilitate the Domestication, the Merger or any other transactions
contemplated by the Merlin Labs Business Combination Agreement and ancillary documents (such proposals in (A) through (I), together,
the “Transaction Proposals”), (ii) the approval of the Merlin Labs Business Combination Agreement and the Merlin Labs
Business Combination (including the Merger) by the affirmative vote or written consent of the stockholders of Merlin Labs, pursuant to
the terms and in accordance with satisfaction of the conditions of the organizational documents of Merlin Labs and applicable law, (iii) no
adverse law or order, (iv) the registration statement covering the becoming effective, (v) approval of the listing of the New
Merlin Labs Common Stock on the Nasdaq Stock Market LLC, subject to satisfaction of the round lot holders requirement for initial listing,
(vi) the accuracy of the representations and warranties and the performance of the covenants and agreements of each of the parties
to the Merlin Labs Business Combination Agreement, in each case subject to certain qualifiers, (vii) the expiration of all waiting
periods (and any extensions thereof) under the Hart-Scott-Rodino Act with respect to the Merlin Labs Business Combination, (viii) the
completion of the Domestication, and (ix) duly executed pay-off letters certifying certain indebtedness of Merlin Labs and its subsidiaries,
as specified in the Merlin Labs Business Combination Agreement, shall have been paid off, to the extent it is paid off pursuant to the
Merlin Labs Business Combination Agreement.
Sponsor Support Agreement
Concurrently with the execution of the Merlin
Labs Business Combination Agreement, the Company entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”)
with Merlin Labs, the Sponsor and Inflection Point Fund (each a “Restricted Holder” and together, the “Restricted Holders”),
pursuant to which each Restricted Holder agreed to, among other things, (i) vote in favor of adoption of the Transaction Proposals, (ii)
vote against any Alternative Transaction (as defined in the Merlin Labs Business Combination Agreement) and any merger agreement or merger
other than the Transaction Proposals, the Merlin Labs Business Combination Agreement and the Merlin Labs Business Combination; (iii)
vote against any change in the business, management, or board of directors of Inflection Point (other than in connection with the Transaction
Proposals or pursuant to the Merlin Labs Business Combination Agreement or ancillary agreements) and (iv) vote against any proposal,
action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Support Agreement, the
Merlin Labs Business Combination Agreement or the Merlin Labs Business Combination, (B) result in a breach in any respect of any covenant,
representation, warranty or any other obligation or agreement of the Company under the Merlin Labs Business Combination Agreement, (C)
result in any of the closing conditions of the Merlin Labs Business Combination Agreement not being fulfilled, (D) result in a breach
of any covenant, representation or warranty or other obligation or agreement of such Restricted Holder contained in the Sponsor Support
Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock
of, the Company. In addition, pursuant to the Sponsor Support Agreement, each Restricted Holder, severally, agreed to waive, subject
to the consummation of the Merlin Labs Business Combination, any and all anti-dilution rights with respect to the rate that the Class
B Ordinary Shares convert into the Class A Ordinary Shares in connection with the transactions contemplated by the Merlin Labs Business
Combination Agreement.
10
INFLECTION POINT ACQUISITION
CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
Stockholder Voting and Support Agreement
Concurrently with the execution of the Merlin
Labs Business Combination Agreement, the holders of equity securities of Merlin Labs (the “Merlin Labs Stockholders”) and
Merlin Labs entered into the Voting and Support Agreement (the “Stockholder Voting and Support Agreement”), pursuant to which
Merlin Labs Stockholders have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Merlin Labs
Business Combination Agreement and the consummation of the Merlin Labs Business Combination; (b) against any Alternative Transaction
or any proposal relating to an Alternative Transaction; (c) against any merger agreement or merger (other than the Merlin Labs Business
Combination Agreement and the Merlin Labs Business Combination), consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by Merlin Labs; (d) against any change in the business or board of directors
of Merlin Labs (other than pursuant to the Merlin Labs Business Combination Agreement or the Ancillary Documents (as defined in the Merlin
Labs Business Combination Agreement)); (e) against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent
or nullify any provision of the Stockholder Voting and Support Agreement, the Merlin Labs Business Combination Agreement or the Merlin
Labs Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or
agreement of Merlin Labs under the Merlin Labs Business Combination Agreement, (C) result in any of the closing conditions of the Merlin
Labs Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other
obligation or agreement of such Merlin Labs Stockholder contained in the Stockholder Voting and Support Agreement or (E) change in any
manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Merlin Labs and (f) to
convert all outstanding shares of preferred stock of Merlin Labs into Merlin Labs Common Stock as of immediately prior to the Effective
Time, conditioned upon and subject to the closing of the Merlin Labs Business Combination, in accordance with the organizational documents
of Merlin Labs.
Pursuant to the Stockholder Voting and Support
Agreement, until the earliest of the Closing, termination of the Merlin Labs Business Combination Agreement or the liquidation of Merlin
Labs, no Merlin Labs Stockholder shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Stockholder Voting
and Support Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Subject Securities without the prior written consent of Merlin Labs and the Company, unless such transfer
is deemed a Permitted Transfer (as defined in the Stockholder Voting and Support Agreement).
In addition, pursuant to the Stockholder Voting
and Support Agreement, each Merlin Labs Stockholder has agreed not to commence, join in, facilitate, assist or encourage, and has agreed
to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against
the Company, Merlin Labs or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the
operation of, any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person
in connection with the evaluation, negotiation or entry into the Stockholder Voting and Support Agreement, the Merlin Labs Business Combination
Agreement or the Merlin Labs Business Combination. Each Merlin Labs Stockholder has also waived and agreed not to exercise any rights
of appraisal or rights to dissent from the Merlin Labs Business Combination that they may have in respect of the Subject Securities.
Series A Preferred Stock Investment
In connection with the transactions contemplated
by the Merlin Labs Business Combination Agreement, on the Signing Date, the Company, Merlin Labs and the accredited investor named therein,
(the “Series A Preferred Stock Investor”) entered into a Securities Purchase Agreement (the “Series A SPA”).
Pursuant to the Series A SPA, the Series A Preferred Stock Investor has agreed, among other things, to purchase, at Closing, 4,901,961
shares of Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences,
Rights and Limitations of 12.0 % Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and a
New Merlin Labs Series A Investor Warrant to purchase a number of shares of New Merlin Labs Common Stock equal to the amount of shares
into which such shares of New Merlin Labs Common Stock underlying the Series A Preferred Stock are initially convertible, for an aggregate
purchase price of $ 50,000,000 (the “Series A Preferred Stock Investment”). Each share of Series A Preferred Stock will have
a stated value of $ 12.00 .
The Series A SPA includes customary representations
and warranties from Merlin Labs, the Company and the Series A Preferred Stock Investor and is subject to customary closing conditions.
The Series A SPA also includes customary covenants and agreements related to transfer restrictions, SEC reports, material non-public
information and indemnification. New Merlin Labs Common Stock issuable upon conversion of the New Merlin Labs Series A Preferred Stock
and New Merlin Labs Common Stock underlying any New Merlin Labs Series A Investor Warrant will be “Registrable Securities”
under a registration rights agreement.
11
INFLECTION POINT ACQUISITION CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance
with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments,
consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and
cash flows for the periods presented.
The accompanying unaudited condensed consolidated
financial statements should be read in conjunction with the Company’s December 31, 2024 Annual Report on Form 10-K as filed with
the SEC on March 10, 2025. The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative
of the results to be expected for the year ending December 31, 2025 or for any future periods.
Liquidity, Capital Resources and Going
Concern
As of September 30, 2025, the Company had $ 1,049,403
cash and a working capital deficit of $ 1,794,983 .
In connection with the Company’s assessment
of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of September 30, 2025, the Company may
need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third
parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time
or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.
Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may
be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations,
suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new
financing will be available to it on commercially acceptable terms, if at all.
Additionally, if a Business Combination is not
consummated by the end of the Combination Period, currently November 6, 2026, there will be a mandatory liquidation and subsequent dissolution
of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate
after the Combination Period. The Company’s liquidity condition and mandatory liquidation within one year of the issuance of these
unaudited condensed financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management
plans to address this uncertainty through a Business Combination. However, there can be no assurance that the Company will be able to
consummate any Business Combination by the end of the Combination Period.
12
INFLECTION POINT ACQUISITION
CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
The Company’s liquidity condition and mandatory
liquidation within one year raises substantial doubt about the Company’s ability to continue as a going concern for a period of
time within one year after the date that the accompanying condensed financial statements are issued. Management plans to address this
uncertainty through a Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the
Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before
the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination
by the end of the Combination Period.
Principles of Consolidation
On August 8, 2025, Merger Sub was incorporated.
The accompanying condensed consolidated financial
statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions
have been eliminated in consolidation.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public
accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an
emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition
period, which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company
that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period
difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed consolidated
financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial
statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its
estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from those estimates.
13
INFLECTION POINT ACQUISITION CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 1,049,403 and $ 2,107,309 in
cash as of September 30, 2025 and December 31, 2024, respectively. The Company had no cash equivalents as of September 30, 2025 and December
31, 2024.
Investments Held in Trust Account
As of September 30, 2025 and December 31, 2024,
the assets held in the Trust Account, amounting to $ 259,730,180 and $ 251,756,198 , were held in mutual funds composed of U.S. treasury
securities, respectively.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant
adverse impact on the Company’s financial condition, results of operations, and cash flows.
Offering Costs
The Company complies with the requirements of
the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, ”Expenses of Offering.” Offering costs consist
principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt
with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity
and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A
ordinary shares and Public Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of
the Public Rights and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary share subject to
possible redemption were charged to temporary equity and offering costs allocated to the Public Rights and Private Placement Units were
charged to shareholders’ deficit as the Public Rights and Private Placement Units, after management’s evaluation, were accounted
for under equity treatment.
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature.
Income Taxes
The Company accounts for income taxes under ASC
Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for
income taxes. Deferred income tax assets and liabilities are computed for differences between the unaudited condensed consolidated financial
statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws
and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the unaudited condensed consolidated financial statements recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s
major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Rights
The Company accounts for the Public Rights and
Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance
contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights
under equity treatment at their assigned values.
14
INFLECTION POINT ACQUISITION CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
The Public Rights have been classified within
shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information
regarding market assumptions used in the level 3 valuation of the Public Rights:
November 4,
2024
Underlying share price
$ 9.95
Pre-adjusted value per share right
$ 1.00
Market adjustment (1)
3.0 %
Fair value per share right
$ 0.03
(1) Market
adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of Business Combination
occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of stock price prior to beginning
of the exercise period. The adjustment is determined by comparing traded rights prices to simulated model outputs.
Class A Ordinary Shares Subject to Possible
Redemption
The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder
vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company
classifies Public Shares subject to redemption outside of permanent deficit as the redemption provisions are not solely within the control
of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable
shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering,
the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares
will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September
30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary
equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. As of September
30, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance
sheets are reconciled in the following table:
Gross proceeds
$ 250,000,000
Less:
Proceeds allocated to Public Rights
( 750,000 )
Class A ordinary shares issuance costs
( 11,358,489 )
Plus:
Remeasurement of carrying value to redemption value
13,864,687
Class A ordinary shares subject to possible redemption, December 31, 2024
251,756,198
Plus:
Remeasurement of carrying value to redemption value
2,636,302
Class A ordinary shares subject to possible redemption, March 31, 2025
254,392,500
Plus:
Remeasurement of carrying value to redemption value
2,652,210
Class A ordinary shares subject to possible redemption, June 30, 2025
257,044,710
Plus:
Remeasurement of carrying value to redemption value
2,685,470
Class A ordinary shares subject to possible redemption, September 30, 2025
$ 259,730,180
Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net
income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable
shares of Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value.
15
INFLECTION POINT ACQUISITION CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
The calculation of diluted income (loss) per
ordinary share does not consider the effect of the Rights issued in connection with the (i) IPO, and (ii) the private placement since
the exercise of the Rights is contingent upon the occurrence of future events. The Rights are exercisable to purchase 20,150,000 Class
A ordinary shares in the aggregate. As of September 30, 2025 and December 31, 2024, the Company did not have any dilutive securities
or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.
As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.
The following table reflects the calculation
of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
For the Period from
June 24, 2024
(Inception) Through
September 30,
2025
2024
2025
2024
Class A
Class B
Class A
Class B
Class A
Class B
Class A
Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)
$ 62,771
$ 20,923
$ —
$ ( 47,447 )
$ 3,606,942
$ 1,202,314
$ —
$ ( 77,427 )
Denominator:
Basic and diluted weighted average shares outstanding
25,000,000
8,333,333
—
8,333,333
25,000,000
8,333,333
—
8,333,333
Basic and diluted net income (loss) per
ordinary share
$ 0.00
$ 0.00
$ —
$ ( 0.01 )
$ 0.14
$ 0.14
$ —
$ ( 0.01 )
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07,
“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require disclosures,
on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”),
as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that
a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment
profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all
annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to
provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective
for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early
adoption permitted. The Company adopted ASU 2023-07 at inception and the amendments will be applied retrospectively to all prior periods
presented in the accompanying condensed consolidated financial statements.
Management does not believe that any recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited
condensed consolidated financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
In the Initial Public Offering closed on November
4, 2024, the Company sold 25,000,000 Units at a price of $ 10.00 per Unit. Each Unit has a price of $ 10.00 and consists of one Class A
ordinary share and one Public Right entitling the holder thereof to receive one tenth (1/10) of one Class A ordinary share upon
the consummation of an initial Business Combination.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of 425,000 Private Placement Units, at a price of $ 10.00 per Private Placement Unit,
for an aggregate purchase price of $ 4,250,000 . Each Private Placement Unit consists of one Class A ordinary share and one Private
Placement Right. Inflection Point Fund I LP (an affiliate of a member of the Company’s management) (“Inflection Point”),
indirectly purchased, through the purchase of non-managing sponsor membership interests, all 425,000 of the Private Placement Units at
a price of $ 10.00 per unit ($ 4,250,000 in the aggregate) in the private placement. Subject to Inflection Point purchasing, through the
Sponsor, the Private Placement Units allocated to it in connection with the closing of the Initial Public Offering, the Sponsor issued
membership interests at a nominal purchase price to Inflection Point reflecting interests in an aggregate of 5,266,667 founder shares
held by the Sponsor. In addition, it is expected that as a non-managing member of the Sponsor group, Inflection Point can assist the
Sponsor in administrative and ongoing efforts related to the completion of the Business Combination.
16
INFLECTION POINT ACQUISITION CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
The Private Placement Units are identical to
the public Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor or their permitted transferees,
the Private Placement Units (including their component securities) (i) may not (including the Class A ordinary shares issuable
upon conversion of these Private Placement Rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders
until 30 days after the completion of the initial Business Combination and (ii) are entitled to registration rights.
The Sponsor, officers and directors have entered
into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to
their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination;
(ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection
with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to
modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination
or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within the Completion Window
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination
activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and
private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they
will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails
to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust
Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after
the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance
with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination)
in favor of the initial Business Combination.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On June 25, 2024, the Sponsor made a capital
contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s deferred offering costs and expenses,
for which the Company issued 7,187,500 founder shares to the Sponsor. On October 2, 2024, the Company capitalized and issued an additional
2,395,833 founder shares to the Sponsor, resulting in the Sponsor holding an aggregate of 9,583,333 founder shares (up to 1,250,000 shares
of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), for
a purchase price of approximately $ 0.003 per share. On November 4, 2024, the underwriters forfeited their over-allotment option to purchase
up to an additional 3,750,000 units. As a result of the over-allotment option forfeiture by the underwriters, 1,250,000 Class B ordinary
shares of the Company were surrendered by the Sponsor in order for the Sponsor to maintain ownership of 25 % of the issued and outstanding
shares of the Company (excluding the Class A ordinary shares underlying the Private Placement Units held by the Sponsor). Such surrendered
shares were cancelled by the Company.
The Company’s initial shareholders have
agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof
until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which
the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that
results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial
shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price
of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days
after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which
results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder
shares will be released from the Lock-up.
On August 12, 2025 and September 22, 2025, the
sponsor transferred 110,000 and 500,000 Class A Units to individuals, respectively. The transferred units represent an indirect interest
in 610,000 Founder Shares. The fair value of the founder shares as of August 12, 2025 and September 22, 2025, was determined to be $ 3.10
and $ 6.80 per share, respectively, for an aggregate amount of $ 341,000 and $ 3,400,000 . The transfer was made in accordance with the terms
of the Company’s operating agreement. The transfer of these shares is contingent on the completion of a business combination. The
expense will be recorded at when the contingent event of a business combination becomes probable. As of September 30, 2025, the closing
of the business combination was not considered to be probable.
Promissory Note — Related
Party
The Sponsor had agreed to loan the Company an
aggregate of up to $ 750,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing
and unsecured. The promissory note (the “Promissory Note”) was payable on the date the Company consummated the Initial Public
Offering. On November 4, 2024, the Company repaid the total outstanding balance of the Promissory Note amounting to $ 399,760 . Borrowings
under the Promissory Note are no longer available.
17
INFLECTION POINT ACQUISITION CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
Working Capital Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes
a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from
the Trust Account would be used to repay the Working Capital Loans. Up to $ 2,500,000 of such Working Capital Loans may be convertible
into private placement units of the post Business Combination entity at a price of $ 10.00 per unit at the option of the lender, including
up to $ 750,000 in working capital loans which may be made by Inflection Point. The units would be identical to the Private Placement
Units. As of September 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
The Company’s ability to complete an initial
Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s
ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns
in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions,
declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts
in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration
or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
Registration Rights
The holders of the founder shares, Private Placement
Units and the Class A ordinary shares underlying such Private Placement Units and Private Placement Rights and units that may be
issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the
Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial
Business Combination pursuant to a registration rights agreement signed on October 31, 2024. The holders of these securities are entitled
to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have
certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business
Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters had a 45 -day option from the
date of the Initial Public Offering to purchase up to an additional 3,750,000 units to cover over-allotments, if any. On November
4, 2024, the underwriters forfeited the over-allotment option to purchase the additional 3,750,000 units.
The underwriters were entitled to a cash underwriting
discount of $ 0.08 per Unit, or $ 2,000,000 in the aggregate. Of this amount, $ 1,000,000 was paid to the underwriters upon the closing
of the Initial Public Offering and $ 1,000,000 will be payable to the underwriters from working capital in equal amounts monthly starting
on the 16 th month following the closing of the Initial Public Offering until the 24 th month following the closing
of the Initial Public Offering. Any amounts not paid hereunder from working capital shall be accelerated and paid upon consummation of
the initial Business Combination.
Additionally, the underwriters are entitled to
a deferred underwriting discount of $ 0.35 per Unit, up to $ 8,750,000 payable to the underwriters for deferred underwriting commissions
on amounts remaining in the Trust Account after all redemptions by public shareholders have been met. The deferred underwriting discount
will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial
Business Combination.
On August 5, 2025, the Underwriting Agreement
dated October 31, 2024, was amended to defer the commencement of the remaining $ 1,000,000 in payments to the underwriters until September
1, 2026. Pursuant to the amendment to the Underwriting Agreement, the remaining $ 1,000,000 shall be payable to the underwriters from
the Company’s working capital in equal amounts monthly in the three months commencing on September 1, 2026.
Business Combination Agreement
On August 13, 2025 (the “Signing Date”),
the Company (which was renamed Inflection Point Acquisition Corp. IV and which shall transfer by way of continuation out of the Cayman
Islands and domesticate as a Delaware corporation prior to the Closing) (“Inflection Point”), entered into a Business Combination
Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business
Combination Agreement”), by and among Inflection Point, IPDX Merger Sub, Inc., a Delaware corporation and a direct wholly owned
subsidiary of Inflection Point (“Merger Sub”), and Merlin Labs, Inc., a Delaware corporation (“Merlin Labs”),
pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub will merge with and into Merlin Labs,
with Merlin Labs continuing as the surviving company (the “Merger”). The transactions contemplated by the Business Combination
Agreement are referred to herein as the “Business Combination.” Inflection Point and Merlin Labs are individually referred
to herein as a “Party” and, collectively, the “Parties.” In connection with the closing of the Business Combination
(the “Closing”), Inflection Point will change its name to “Merlin Labs, Inc.” (such company after the Closing,
“New Merlin Labs”).
18
INFLECTION POINT ACQUISITION CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
The Business Combination Agreement and the transactions
contemplated thereby were approved by the boards of directors of each of Inflection Point and Merlin Labs.
NOTE 7. SHAREHOLDERS’ DEFICIT
Preferred Shares — The
Company is authorized to issue a total of 5,000,000 preferred shares at par value of $ 0.0001 each. As of September 30, 2025 and December
31, 2024, there were no preferred shares issued or outstanding.
Class A Ordinary Shares — The
Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each. As of September 30, 2025
and December 31, 2024, there were 425,000 Class A ordinary shares issued and outstanding, excluding 25,000,000 shares subject to
possible redemption.
Class B Ordinary Shares — The
Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each. As of September 30, 2025
and December 31, 2024, there were 8,333,333 Class B ordinary shares issued and outstanding.
The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or
earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary
shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related
to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into
Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree
to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable
upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all
Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares
issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private
placement units issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed
issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued,
or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or
any of its affiliates or to the Company’s officers or directors upon conversion of working capital loans) minus (iii) any
redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that
such conversion of founder shares will never occur on a less than one-for-one basis.
Holders of record of the Company’s Class A
ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.
Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange
rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires
the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where
proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by
the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as
specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do
so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended
and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of
association and approving a statutory merger or consolidation with another company.
There is no cumulative voting with respect to
the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50 % of the
ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business
Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of
directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special
resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving
a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not
be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association
may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed
in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
19
INFLECTION POINT ACQUISITION CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
Rights — Except in cases
where the Company is not the surviving company in a Business Combination, each holder of a right, of which there are 25,000,000 , will
automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination. The Company will
not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole
share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving
company upon completion of the initial, each holder of a right will be required to affirmatively convert his, her or its rights in order
to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company
is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares
for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire
worthless.
NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and
liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:
Quoted prices
in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:
Observable inputs other
than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted
prices for identical assets or liabilities in markets that are not active.
Level 3:
Unobservable inputs based
on assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December
31, 2024 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:
Level
September 30,
2025
December 31,
2024
Asset:
Investments held in Trust Account – U.S. Treasury Securities
1
$ 259,730,180
$ 251,756,198
NOTE 9. SEGMENT REPORTING
ASC Topic 280, ”Segment Reporting,”
establishes standards for companies to report in their financial statement information about operating segments, products, services,
geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities
from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly
evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision
maker (“CODM”) has been identified as the Chief Executive Officer , who reviews the assets, operating results, and financial
metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management
has determined that there is only one reportable segment.
20
INFLECTION POINT ACQUISITION CORP. IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
The CODM assesses performance for the single
segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net
income or loss. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. When evaluating
the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included
in net income or loss and total assets, which include the following:
September 30,
December 31,
2025
2024
Investments held in Trust Account
$ 259,730,180
$ 251,756,198
Cash
$ 1,049,403
$ 2,107,309
For The
Three Months
Ended
September 30,
2025
For The
Three Months
Ended
September 30,
2024
For The
Nine Months
Ended
September 30,
2025
For The
Period From
June 24,
2024
(Inception)
Through
September 30,
2024
General and administrative expenses
$ 2,615,816
$ 47,447
$ 3,212,856
$ 77,427
Interest earned on investments held in Trust Account
$ 2,685,470
$ —
$ 7,973,982
$ —
The CODM reviews interest earned on the Trust
Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds
while maintaining compliance with the trust agreement.
General and administrative expenses are reviewed
and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar
transaction within the Business Combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce
all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported
on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income
or loss are reported on the statements of operations and described within their respective disclosures.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial
statements were issued. Based upon this review, besides the below, the Company did not identify any subsequent events that would have
required adjustment or disclosure in the unaudited condensed consolidated financial statements.
Amendments to our Amended and Restated
Memorandum
On October 21, 2025, with the requisite approvals
of the shareholders of the Company, the Amended and Restated Memorandum were amended to (i) change the name of the Company from “Bleichroeder
Acquisition Corp. I” to “Inflection Point Acquisition Corp. IV” and (ii) to permit the Company to consummate the redemption
of Public Shares at an earlier time in connection with the commencement of the procedures to consummate a proposed Business Combination,
as opposed to upon consummation of the proposed Business Combination, if the board of directors determines it is desirable to facilitate
the consummation of such Business Combination.
21
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking
Statements
All statements other than
statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial
position, business strategy and the plans and objectives of Management for future operations, are forward-looking statements. When used
in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”
and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management. Actual
results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in
our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.
The following discussion
and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated
financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”.
Overview
We are a blank check company
incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination. We have not selected
any Business Combination target. We intend to effectuate the Merlin Labs Business Combination pursuant to the Merlin Labs Business Combination
Agreement. However, if the Merlin Labs Business Combination Agreement is terminated, we may pursue an initial Business Combination in
any business or industry, but are focusing on businesses in the technology, media and telecommunications (“TMT”) sector as
well as sectors that are being transformed via technology adoption. We intend to effectuate our initial Business Combination, including
the Merlin Labs Business Combination, using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds
of the sale of our shares, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target,
other securities issuances, or a combination of the foregoing.
The issuance of additional
shares in connection with a Business Combination to the owners of the target or other investors:
● may
significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions
in the Class B Ordinary Shares resulted in the issuance of Class A Ordinary Shares on a greater than one-to-one basis
upon conversion of the Class B Ordinary Shares;
● may
subordinate the rights of holders of Class A Ordinary Shares if preference shares are issued with rights senior to those afforded
our Class A Ordinary Shares;
● could
cause a change in control if a substantial number of our Class A Ordinary Shares are issued, which may affect, among other things,
our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors;
● may
have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking
to obtain control of us; and
● may
adversely affect prevailing market prices for our Class A Ordinary Shares and/or Rights.
Similarly, if we issue debt
securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
● default
and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
● acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
● our
immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
● our
inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing
while the debt security is outstanding;
22
● using
a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses,
capital expenditures, acquisitions and other general corporate purposes;
● limitations
on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
● increased
vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
and
● limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of
our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
We may seek to extend the
Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Memorandum.
Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion
of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account
and our capitalization, and may affect their ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require
SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet
the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.
Recent Developments
Amendments to our Amended and Restated
Memorandum
On October 21, 2025, with the requisite approvals
of the shareholders of the Company, our Amended and Restated Memorandum were amended to (i) change the name of the Company from “Bleichroeder
Acquisition Corp. I” to “Inflection Point Acquisition Corp. IV” and (ii) to permit the Company to consummate the redemption
of Public Shares at an earlier time in connection with the commencement of the procedures to consummate a proposed Business Combination,
as opposed to upon consummation of the proposed Business Combination, if the board of directors determines it is desirable to facilitate
the consummation of such Business Combination.
Management Changes
Effective July 10, 2025, (i) Marcello Padula
resigned as Chief Financial Officer, (ii) Michael Blitzer, Robert Folino and Kevin Shannon were appointed as President and Chief Executive
Officer, Chief Financial Officer, and Chief Operating Officer, respectively, (iii) Nazim Cetin and Pierre Weinstein resigned from the
Company’s board of directors (the “Board”) and the Audit Committee of the Board and (iv) the Board appointed incumbent
directors Joseph Samuels and Antoine Theysset to the Audit Committee. Mr. Blitzer was also appointed to the Board. In connection with
their appointments, each of Mr. Blitzer, Mr. Folino and Mr. Shannon signed a joinder to that certain letter agreement dated as of October
31, 2024, by and among the Company, its officers, its directors and the Sponsor, pursuant to which, among other things, the signatories
agreed to waive certain redemption rights and to vote any ordinary shares of Company they hold in favor of an initial Business Combination.
Each of Mr. Blitzer, Mr. Folino and Mr. Shannon also entered into a standard indemnity agreement with the Company.
Mr. Blitzer and Mr. Shannon are affiliates of
Inflection Point Fund I LP, which is a member of the Company’s Sponsor.
Merlin Labs Business Combination
On the Signing Date, the Company entered into
the Merlin Labs Business Combination Agreement, by and among the Company, Merger Sub, and Merlin Labs, pursuant to which, among other
things and subject to the terms and conditions therein, Merger Sub will merge with and into Merlin Labs, with Merlin Labs continuing
as the surviving company. The combined company’s business will continue to operate through Merlin Labs and its subsidiaries. In
connection with the closing of the Merlin Labs Business Combination (the “Closing”), the Company will change its name to
Merlin Labs, Inc. (such company after the closing of the Merlin Labs Business Combination, “New Merlin Labs”).
The Domestication
The Company will, subject to obtaining the required
shareholder approvals change its jurisdiction of incorporation by deregistering from the Register of Companies in the Cayman Islands
as a Cayman Islands exempted company by way of continuation out of the Cayman Islands and continuing and domesticating as a corporation
incorporated under the laws of the State of Delaware (the “Domestication”, and Inflection Point after the Domestication,
“Post-Domestication Inflection Point”). In connection with the completion of the Merlin Labs Business Combination, the Company
will provide the holders of its Public Shares (the “Public Shareholders”) the opportunity to redeem their Public Shares on
the terms and conditions set forth in the Merlin Labs Business Combination Agreement and the Company’s governing documents. The
Company will complete the Redemption of properly tendered Public Shares at least one day prior to the Domestication.
23
Subject to the satisfaction or waiver of the
conditions of the Merlin Labs Business Combination Agreement, including approval of the Company’s shareholders, (a) immediately
prior to the Domestication, pursuant to that certain Sponsor Support Agreement, dated as of August 13, 2025 (the “Sponsor Support
Agreement”), by and among the Company, Merlin Labs, the Sponsor, and Inflection Point Fund I, LP, a Delaware limited partnership
(“Inflection Point Fund”), the holders of the Founder Shares (such holders, the “Class B Shareholders”), will
elect to convert each Founder Share, on a one-for-one basis, into a Class A Ordinary Share (the “Sponsor Share Conversion”);
(b) in connection with the Domestication, (i) each of the then issued and outstanding Class A Ordinary Shares will convert automatically,
on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Post-Domestication Inflection Point (the “New
Merlin Labs Common Stock”); (ii) each of the then issued and outstanding Rights will convert automatically into a right of Post-Domestication
Inflection Point (each right, a “Post-Domestication Right”); and (iii) each of the then issued and outstanding Units will
convert automatically into a unit of Post-Domestication Inflection Point, consisting of one share of New Merlin Labs Common Stock and
one Post-Domestication Right.
The Merger and Consideration
Upon the terms and subject to the satisfaction
or waiver of the conditions of the Merlin Labs Business Combination Agreement, immediately prior to the effective time of the Merger
(the “Effective Time”):
(1) each convertible security of Merlin Labs (other than the Pre-Funded
Convertible Notes (as defined below)) that is outstanding immediately prior to the Effective Time, to the extent applicable, will automatically
convert in full into shares of preferred stock or common stock of Merlin Labs (“Merlin Labs Common Stock”), in accordance
with the terms thereof;
(2) each warrant of Merlin Labs exercisable for the preferred
stock of Merlin Labs that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a
cashless basis in full in accordance with its terms or otherwise exercised in full;
(3) immediately after giving effect to the conversions and exercises
set forth in clauses (1) and (2) above, each issued and outstanding share of preferred stock of Merlin Labs (including each
share of preferred stock issued upon the conversions and exercises described in clauses (1) and (2) above) will automatically
convert into such number of shares of Merlin Labs Common Stock into which such shares of preferred stock of Merlin Labs, as applicable,
are convertible in connection with the Merger pursuant to the organizational documents of Merlin Labs; and
(4) each warrant of Merlin Labs (other than the Pre-Funded Convertible
Series A Preferred Stock Investor Warrants (as defined below)) exercisable for Merlin Labs Common Stock that is outstanding and
unexercised immediately prior to the Effective Time shall automatically be exercised on a cashless basis in full in accordance with its
terms or otherwise exercised in full.
In connection with the transactions contemplated
by the Merlin Labs Business Combination Agreement, on July 2, 2025, and on August 13, 2025, Merlin Labs entered into certain convertible
note purchase agreements (the “Pre-PIPE Note Purchase Agreements”) and securities purchase agreement (the “Pre-PIPE
Securities Purchase Agreements” and together with the Pre-PIPE Note Purchase Agreements, the “Pre-PIPE Investment Agreements”),
respectively, with certain accredited investors named therein (collectively, the “Pre-PIPE Investors”). Pursuant to the Pre-PIPE
Investment Agreements, the Pre-PIPE Investors agreed, among other things, to purchase, and Merlin Labs issued and sold, an aggregate
of approximately $78 million of convertible promissory notes (the “Pre-Funded Convertible Notes”) and warrants (the
“Pre-Funded Convertible Note Investor Warrant s ”), substantially concurrently with the execution and delivery
of the Merlin Labs Business Combination Agreement (such investment contemplated by the Pre-PIPE Investment Agreements, the “Pre-Funded
Note Investment”).
Pursuant to the Merlin Labs Business Combination
Agreement, the aggregate consideration (the “Aggregate Consideration”) to be paid to the holders of securities of Merlin
Labs (the “Merlin Labs Equity Holders”) (other than the holders of the Pre-Funded Convertible Notes and the Pre-Funded Convertible
Note Investor Warrants in respect of those securities) in, or in connection with, the Merger shall be the number of shares of New
Merlin Labs Common Stock equal to the quotient of: (a) $800,000,000 (the “Purchase Price”), divided by (b) the
price at which each Public Share may be redeemed in connection with the extraordinary general meeting to be held to approve the Merlin
Labs Business Combination.
The consideration to be paid in, or in connection
with, the Merger to each holder of a Pre-Funded Convertible Note (the “Convertible Note Consideration”) shall be a number
of shares of New Merlin Labs’ 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (“Series
A Preferred Stock”) equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and
accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing, divided by (ii) $10.20
(with respect to the Pre-Funded Convertible Notes sold pursuant to the Pre-PIPE Note Purchase Agreements), as may be adjusted pursuant
to the terms and conditions of such Pre-Funded Convertible Notes, or $12.00 (with respect to the Pre-Funded Convertible Notes sold pursuant
to the Pre-PIPE Securities Purchase Agreements).
The consideration to be paid in, or in connection
with, the Merger to each holder of a Pre-Funded Convertible Note Investor Warrant (the “Pre-Funded Convertible Note Investor
Warrant Consideration”) shall be one or more warrants to purchase a number of shares of New Merlin Labs Common Stock (“New
Merlin Labs Series A Investor Warrants”) equal to the quotient of (i) the aggregate exercise price of such Pre-Funded Convertible
Note Investor Warrant immediately prior to the Effective Time, divided by (ii) $12.00.
24
Upon the terms and subject to the satisfaction
or waiver of the conditions of the Merlin Labs Business Combination Agreement, at the Effective Time:
(1) each share of Merlin Labs Common Stock that is owned by the
Company, Merger Sub, or Merlin Labs immediately prior to the Effective Time (each, an “Excluded Share”) will be canceled
and shall cease to exist and no consideration will be delivered in exchange therefor;
(2) each share of Merlin Labs Common Stock that is issued and
outstanding immediately prior to the Effective Time (other than Excluded Shares) will be canceled and converted into the right to receive
a number of shares of New Merlin Labs Common Stock equal to the Aggregate Consideration divided by the fully diluted capital of Merlin
Labs, which is the sum (without duplication) of the aggregate number of shares of Merlin Labs Common Stock that are (i) issued and
outstanding immediately prior to the Effective Time (including those issued upon conversion of all issued and outstanding preferred stock
of Merlin Labs, as applicable, and excluding securities underlying the Pre-Funded Convertible Notes or Pre-Funded Convertible Note Investor
Warrant), (ii) issuable upon full exercise of all issued and outstanding options of Merlin Labs, and (iii) issuable upon full
settlement of all issued and outstanding Merlin Labs RSU (as defined below) (such conversion ratio, the “Exchange Ratio”);
(3) each option to purchase equity securities of Merlin Labs (“Merlin
Labs Option”) will automatically cease to represent an option to purchase Merlin Labs Common Stock and be assumed and converted
on the same terms and conditions as were applicable as of the Effective Time, into an option to acquire that number of New Merlin Labs
Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Merlin Labs Common Stock
subject to such Merlin Labs Option and (B) the Exchange Ratio, at an exercise price per share of Merlin Labs Common Stock (rounded
up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Merlin Labs Common
Stock of such Merlin Labs Option by (y) the Exchange Ratio;
(4) each restricted stock unit in respect of equity securities
of Merlin Labs, granted pursuant to the 2018 Equity Incentive Plan of Merlin Labs after the date of the Business Combination Agreement
and prior to the Effective Time (“Merlin Labs RSU”), will cease to represent a right to acquire shares of Merlin Labs Common
Stock and be assumed and converted on the same terms and conditions as were applicable as of the Effective Time, into a restricted stock
unit representing the right to acquire that number of New Merlin Labs Common Stock (rounded down to the nearest whole share) equal to
the product of (A) the number of shares of Merlin Labs Common Stock subject to such Merlin Labs RSU and (B) the Exchange Ratio;
(5) each Pre-Funded Convertible Note that is outstanding immediately
prior to the Effective Time will automatically be canceled and converted into the right to receive the Convertible Note Consideration;
(6) each Pre-Funded Convertible Note Investor Warrant that
is outstanding and unexercised immediately prior to the Effective Time will automatically be canceled and converted into the right to
receive the Pre-Funded Convertible Note Investor Warrant Consideration; and
(7) (x) each then issued and outstanding Post-Domestication
Right shall convert automatically into one-tenth of one share of New Merlin Labs Common Stock, pursuant to that certain Rights Agreement,
dated as of October 31, 2024, by and between Inflection Point and the right agent with any fractional shares of New Merlin Labs
Common Stock to be issued in connection with such conversion rounded down to the nearest whole share; and (y) each then issued and
outstanding Post-Domestication Unit shall be canceled and will thereafter entitle the holder thereof to one and one-tenth (1.1) shares
of New Merlin Labs Common Stock, with any fractional shares of New Merlin Labs Common Stock to be issued in connection with such separation
rounded down to the nearest whole share.
Closing Conditions
The obligations of the Company and Merlin Labs
to consummate the Merlin Labs Business Combination are subject to the satisfaction or waiver of other customary closing conditions, including
without limitation: (i) the adoption and/or approval, as applicable, by the Company’s shareholders of (A) the Merlin
Labs Business Combination Agreement and Merlin Labs Business Combination in accordance with applicable law and exchange rules and regulations,
(B) the Domestication, (C) the proposed charter and the bylaws of New Merlin Labs upon Domestication, including any separate
or unbundled advisory proposals as are required to implement the foregoing, (D) the issuance of shares of New Merlin Labs Common
Stock, Series A Preferred Stock and Series A Preferred Investor Warrants, as required by Nasdaq Listing Rule 5635, (E) the
equity incentive plan and employee stock purchase plan of New Merlin Labs as described in the Merlin Labs Business Combination Agreement,
(F) the appointment of director nominees in accordance with the terms in the Merlin Labs Business Combination Agreement, (G) any
other proposals as the SEC (or staff member thereof) may indicate are necessary, (H) any other proposals as reasonably agreed to
by the parties to the Merlin Labs Business Combination Agreement to be necessary or appropriate in connection with the Merlin Labs Business
Combination, and (I) adjournment of the extraordinary general meeting (as defined below) to a later date or dates, if necessary
or convenient, in the reasonable determination of the chairman of the Company, to (x) permit further solicitation and vote of proxies
in the event that there are insufficient votes for any of the foregoing, (y) if the Company determines that one or more of the conditions
to Closing is not or will not be satisfied or waived or (z) to facilitate the Domestication, the Merger or any other transactions
contemplated by the Merlin Labs Business Combination Agreement and ancillary documents (such proposals in (A) through (I), together,
the “Transaction Proposals”), (ii) the approval of the Merlin Labs Business Combination Agreement and the Merlin Labs
Business Combination (including the Merger) by the affirmative vote or written consent of the stockholders of Merlin Labs, pursuant to
the terms and in accordance with satisfaction of the conditions of the organizational documents of Merlin Labs and applicable law, (iii) no
adverse law or order, (iv) the registration statement covering the becoming effective, (v) approval of the listing of the New
Merlin Labs Common Stock on the Nasdaq Stock Market LLC, subject to satisfaction of the round lot holders requirement for initial listing,
(vi) the accuracy of the representations and warranties and the performance of the covenants and agreements of each of the parties
to the Merlin Labs Business Combination Agreement, in each case subject to certain qualifiers, (vii) the expiration of all waiting
periods (and any extensions thereof) under the Hart-Scott-Rodino Act with respect to the Merlin Labs Business Combination, (viii) the
completion of the Domestication, and (ix) duly executed pay-off letters certifying certain indebtedness of Merlin Labs and its subsidiaries,
as specified in the Merlin Labs Business Combination Agreement, shall have been paid off, to the extent it is paid off pursuant to the
Merlin Labs Business Combination Agreement.
25
Sponsor Support Agreement
Concurrently with the execution of the Merlin
Labs Business Combination Agreement, the Company entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”)
with Merlin Labs, the Sponsor and Inflection Point Fund (each a “Restricted Holder” and together, the “Restricted Holders”),
pursuant to which each Restricted Holder agreed to, among other things, (i) vote in favor of adoption of the Transaction Proposals, (ii)
vote against any Alternative Transaction (as defined in the Merlin Labs Business Combination Agreement) and any merger agreement or merger
other than the Transaction Proposals, the Merlin Labs Business Combination Agreement and the Merlin Labs Business Combination; (iii)
vote against any change in the business, management, or board of directors of Inflection Point (other than in connection with the Transaction
Proposals or pursuant to the Merlin Labs Business Combination Agreement or ancillary agreements) and (iv) vote against any proposal,
action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Support Agreement, the
Merlin Labs Business Combination Agreement or the Merlin Labs Business Combination, (B) result in a breach in any respect of any covenant,
representation, warranty or any other obligation or agreement of the Company under the Merlin Labs Business Combination Agreement, (C)
result in any of the closing conditions of the Merlin Labs Business Combination Agreement not being fulfilled, (D) result in a breach
of any covenant, representation or warranty or other obligation or agreement of such Restricted Holder contained in the Sponsor Support
Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock
of, the Company. In addition, pursuant to the Sponsor Support Agreement, each Restricted Holder, severally, agreed to waive, subject
to the consummation of the Merlin Labs Business Combination, any and all anti-dilution rights with respect to the rate that the Class
B Ordinary Shares convert into the Class A Ordinary Shares in connection with the transactions contemplated by the Merlin Labs Business
Combination Agreement.
Stockholder Voting and Support Agreement
Concurrently with the execution of the Merlin
Labs Business Combination Agreement, the holders of equity securities of Merlin Labs (the “Merlin Labs Stockholders”) and
Merlin Labs entered into the Voting and Support Agreement (the “Stockholder Voting and Support Agreement”), pursuant to which
Merlin Labs Stockholders have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Merlin Labs
Business Combination Agreement and the consummation of the Merlin Labs Business Combination; (b) against any Alternative Transaction
or any proposal relating to an Alternative Transaction; (c) against any merger agreement or merger (other than the Merlin Labs Business
Combination Agreement and the Merlin Labs Business Combination), consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by Merlin Labs; (d) against any change in the business or board of directors
of Merlin Labs (other than pursuant to the Merlin Labs Business Combination Agreement or the Ancillary Documents (as defined in the Merlin
Labs Business Combination Agreement)); (e) against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent
or nullify any provision of the Stockholder Voting and Support Agreement, the Merlin Labs Business Combination Agreement or the Merlin
Labs Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or
agreement of Merlin Labs under the Merlin Labs Business Combination Agreement, (C) result in any of the closing conditions of the Merlin
Labs Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other
obligation or agreement of such Merlin Labs Stockholder contained in the Stockholder Voting and Support Agreement or (E) change in any
manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Merlin Labs and (f) to
convert all outstanding shares of preferred stock of Merlin Labs into Merlin Labs Common Stock as of immediately prior to the Effective
Time, conditioned upon and subject to the closing of the Merlin Labs Business Combination, in accordance with the organizational documents
of Merlin Labs.
Pursuant to the Stockholder Voting and Support
Agreement, until the earliest of the Closing, termination of the Merlin Labs Business Combination Agreement or the liquidation of Merlin
Labs, no Merlin Labs Stockholder shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Stockholder Voting
and Support Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Subject Securities without the prior written consent of Merlin Labs and the Company, unless such transfer
is deemed a Permitted Transfer (as defined in the Stockholder Voting and Support Agreement).
In addition, pursuant to the Stockholder Voting
and Support Agreement, each Merlin Labs Stockholder has agreed not to commence, join in, facilitate, assist or encourage, and has agreed
to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against
the Company, Merlin Labs or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the
operation of, any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person
in connection with the evaluation, negotiation or entry into the Stockholder Voting and Support Agreement, the Merlin Labs Business Combination
Agreement or the Merlin Labs Business Combination. Each Merlin Labs Stockholder has also waived and agreed not to exercise any rights
of appraisal or rights to dissent from the Merlin Labs Business Combination that they may have in respect of the Subject Securities.
26
Series A Preferred Stock Investment
In connection with the transactions contemplated
by the Merlin Labs Business Combination Agreement, on the Signing Date, the Company, Merlin Labs and the accredited investor named therein,
(the “Series A Preferred Stock Investor”) entered into a Securities Purchase Agreement (the “Series A SPA”).
Pursuant to the Series A SPA, the Series A Preferred Stock Investor has agreed, among other things, to purchase, at Closing, 4,901,961
shares of Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences,
Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and a
New Merlin Labs Series A Investor Warrant to purchase a number of shares of New Merlin Labs Common Stock equal to the amount of shares
into which such shares of New Merlin Labs Common Stock underlying the Series A Preferred Stock are initially convertible, for an aggregate
purchase price of $50,000,000 (the “Series A Preferred Stock Investment”). Each share of Series A Preferred Stock will have
a stated value of $12.00.
The Series A SPA includes customary representations and warranties
from Merlin Labs, the Company and the Series A Preferred Stock Investor and is subject to customary closing conditions. The Series A
SPA also includes customary covenants and agreements related to transfer restrictions, SEC reports, material non-public information and
indemnification. New Merlin Labs Common Stock issuable upon conversion of the New Merlin Labs Series A Preferred Stock and New Merlin
Labs Common Stock underlying any New Merlin Labs Series A Investor Warrant will be “Registrable Securities” under a registration
rights agreement.
Results of Operations
We have neither engaged
in any operations nor generated any revenues to date. Our only activities since June 24, 2024 (inception) through September 30, 2025
have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, and (y) identifying and evaluating
prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating
revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income
on investments held in the Trust Account after the Initial Public Offering. There has been no significant change in our financial or
trading position since the date of our audited financial statements, as filed in our 2024 Annual Report. We expect to incur increased
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things),
as well as for due diligence expenses.
For the three months ended
September 30, 2025, we had a net income of $83,694, which consists of interest earned on investments held in Trust Account of $2,685,470
and interest earned on bank account of $14,040, partially offset by general and administrative expenses of $2,615,816.
For the nine months ended
September 30, 2025, we had a net income of $4,809,256, which consists of interest earned on investments held in Trust Account of $7,973,982
and interest earned on bank account of $48,130, partially offset by general and administrative expenses of $3,212,856.
For the three months ended
September 30, 2024, we had a net loss of $47,447, which consists of operating costs.
For the period from June
24, 2024 (inception) through September 30, 2024, we had net loss $77,427, which consist of formation and operating costs.
27
Liquidity and Capital Resources
Until the consummation of
the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001
per share, by the Sponsor and loans from the Sponsor, which were repaid at the closing of the Initial Public Offering.
On November 4, 2024, we
consummated the Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Simultaneously
with the closing of the Initial Public Offering, we consummated the sale of 425,000 Private Placement Units to the Sponsor, generating
gross proceeds of $4,250,000.
Following the Initial Public
Offering, a total of $250,000,000 was placed in the Trust Account. We incurred $11,403,592, consisting of $2,000,000 of cash underwriting
fee, $8,750,000 of deferred underwriting fee, and $653,592 of other offering costs.
For the nine months ended
September 30, 2025, cash used in operating activities was $1,057,906. Net income of $4,809,256 was affected by interest earned on investments
held in Trust Account of $7,973,982. Changes in operating assets and liabilities provided $2,106,820 of cash for operating activities.
For the period from June
24, 2024 (inception) through September 30, 2024, cash used in operating activities was $0. Net loss of $77,427 was affected by Payment
of operation costs through promissory note of $62,741 and Formation cost paid by Sponsor in exchange for issuance of founder shares of
$9,153. Changes in operating assets and liabilities provided $5,533 of cash for operating activities.
As of September 30, 2025,
we had investments held in the Trust Account of $259,730,180. We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.
To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the
remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue our growth strategies.
As of September 30, 2025,
we had cash of $1,049,403 for working capital purposes. We intend to use the funds held outside the Trust Account primarily to identify
and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants
or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements
of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working
capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers
and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination,
we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital
held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.
Up to $2,500,000 of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity
at a price of $10.00 per unit at the option of the lender, including up to $750,000 in working capital loans which may be made by Inflection
Point. The units would be identical to the Private Placement Units.
In connection with the Company’s
assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of September 30, 2025, the
Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors,
or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time
to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital
needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital,
it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing
operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance
that new financing will be available to it on commercially acceptable terms, if at all.
Additionally, if a Business
Combination is not consummated by the end of the Combination Period, currently November 6, 2026 there will be a mandatory liquidation
and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the
Company be required to liquidate after the Combination Period. The Company’s liquidity condition and mandatory liquidation within
one year of the issuance of these unaudited condensed financial statements raise substantial doubt about the Company’s ability
to continue as a going concern. Management plans to address this uncertainty through a Business Combination. However, there can be no
assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.
The Company’s liquidity
condition and mandatory liquidation within one year raises substantial doubt about the Company’s ability to continue as a going
concern for a period of time within one year after the date that the accompanying condensed financial statements are issued. Management
plans to address this uncertainty through a Business Combination. No adjustments have been made to the carrying amounts of assets or
liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business
Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate
any Business Combination by the end of the Combination Period.
To mitigate the risk that
we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold
investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related
to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account
and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
28
Off-Balance Sheet Arrangements
We have no obligations,
assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions
that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which
would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased
any non-financial assets.
Contractual Obligations
We do not have any long-term
debt, capital lease obligations, operating lease obligations or long-term liabilities.
The underwriters had a 45-day
option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 units to cover over-allotments, if
any. On November 4, 2024, the underwriters forfeited the over-allotment option to purchase the additional 3,750,000 units.
The underwriters were entitled
to a cash underwriting discount of $0.08 per Unit, or $2,000,000 in the aggregate. Of this amount, $1,000,000 was paid to the underwriters
upon the closing of the Initial Public Offering and $1,000,000 will be payable to the underwriters from working capital in equal amounts
monthly starting on the 16th month following the closing of the Initial Public Offering until the 24th month following the closing of
the Initial Public Offering. Any amounts not paid hereunder from working capital shall be accelerated and paid upon consummation of the
initial Business Combination.
Critical Accounting Estimates and Policies
The preparation of unaudited
condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of
the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Making estimates requires
management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results
could materially differ from those estimates. Management has identified the determination of the fair value of Rights Shares as a complex
accounting estimate.
Recent Accounting Standards
Management does not believe
that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
unaudited condensed consolidated financial statements.
29
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are
procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the
Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s
rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated
and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying
Officers”), as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation
of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our
Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2025.
We do not expect that our
disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter
how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls
and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,
and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures,
no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies
and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions.
Changes in Internal Control over Financial
Reporting
There have been no changes
to our internal control over financial reporting during the quarterly period ended September 30, 2025 that materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
30
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
To the knowledge of our
Management, there is no material litigation currently pending or contemplated against us, or any of our officers or directors in their
capacity as such or against any of our property.
Item 1A. Risk Factors
As a smaller reporting company
under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our
operations, other than as set forth below, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement,
(ii) 2024 Annual Report, and (iii) Quarterly Report on Form 10-Q for the period ended March 31, 2025. Any of these factors could result
in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may
also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional
risk factors from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
Unregistered Sales of Equity Securities
There were no sales of unregistered
securities during the quarterly period covered by the Report. However, simultaneously with the closing of the Initial Public Offering
and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 425,000 Private Placement Units to the Sponsor
in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $4,250,000. The
Private Placement Units (and underlying securities) are identical to the Public Units, except as otherwise disclosed in the IPO
Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement
Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Use of Proceeds
There have been no offerings
of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by the Report.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part II, Item 2 of our Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2024, as filed with the SEC on December 9, 2024. There has been no material change
in the planned use of proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement.
The specific investments in our Trust Account may change from time to time.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
31
Item 5. Other Information
Trading Arrangements
During the quarterly period
ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)
adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as
each term is defined in Item 408(a) of Regulation S-K.
Additional Information
None.
Item 6. Exhibits
The following exhibits are
filed as part of, or incorporated by reference into, this Report.
No.
Description of Exhibit
1.1
Amendment to Underwriting Agreement, dated August 5, 2025, by and between the Company and Cohen & Company Capital Markets, a division of J.V.B Financial Group, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 of the Company’s Form 10-Q filed with the Commission on August 8, 2025).
2.1†
Business Combination Agreement, dated as of August 13, 2025, by and among Inflection Point Acquisition Corp. IV, IPDX Merger Sub, Inc. and Merlin Labs, Inc (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed with the Commission on August 14, 2025).
3.1
Form of Certificate of Designation relating to the 12.0% Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the Commission on August 14, 2025).
4.1
Form of Warrant to be issued to each Series A Preferred Stock Investor (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the Commission on August 14, 2025).
10.1
Sponsor Support Agreement, dated August 13, 2025, by and among Bleichroeder Sponsor 1 LLC, Inflection Point Fund I, LP, Bleichroeder Acquisition Corp. I and Merlin Labs, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Commission on August 14, 2025).
10.2
Form of Stockholder Voting and Support Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the Commission on August 14, 2025).
10.3
Form of Sponsor Lock-Up Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the Commission on August 14, 2025).
10.4
Form of Merlin Labs Lock-Up Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the Commission on August 14, 2025).
10.5
Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed with the Commission on August 14, 2025).
10.6
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed with the Commission on August 14, 2025).
10.7
Consulting Agreement, dated July 28, 2025, by and between the Company and the Consultant (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Commission on July 31, 2025)
31.1*
Certification of the Principal Executive Officer Pursuant to Rules 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of the Principal Financial Officer Pursuant to Rules 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document.
104
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101).
*
Filed herewith.
**
Furnished herewith.
†
Certain of the exhibits
and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
32
SIGNATURES
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, thereunto
duly authorized.
Inflection Point Acquisition Corp. IV
Date: November 12, 2025
By:
/s/
Michael Blitzer
Name:
Michael Blitzer
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 2025
By:
/s/
Robert Folino
Name:
Robert Folino
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.