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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-10 · 1210 added, 1183 removed, 311 unchanged (88% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures

are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief

Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions,

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.

on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal

year ended December 31, 2024.

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.

Disclosure controls and procedures are controls

and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer

and Chief Financial Officer (together, the “ Certifying Officers ”), or persons performing similar functions, 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 the end of the fiscal year ended December

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.

Management’s Annual Report on Internal

Control over Financial Reporting

This Report does not include

a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered

public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.

Our internal control

over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of

our internal control over financial reporting as of December 31, 2025.

In making these assessments, management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).

on our assessments and those criteria, management determined that our internal controls over financial reporting were effective as

of December 31, 2025.

This Annual Report does not include an attestation

report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under

the JOBS Act.

Changes in Internal Control over Financial

There have been no changes

to our internal control over financial reporting during the quarterly period ended December 31, 2024 that materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes to our internal control

over financial reporting during the quarterly period ended December 31, 2025 that materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Other Information.

Trading Arrangements

During the quarterly period

ended December 31, 2024, 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 of Regulation S-K.

During the quarterly period ended December 31, 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 of Regulation S-K.

Additional Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Directors, Executive Officers and

Corporate Governance.

Directors and Executive Officers

As of the date of this Report,

our directors and officers are as follows:

As of the date of this Report, our directors and

officers are as follows:

Andrew Gundlach

Chief Executive Officer, President and Chairman of the Board of Directors

Chairman of the Board of Directors and Executive Chairman

Michael Blitzer

President, Chief Executive Officer and Director

Kevin Shannon

Chief Operating Officer

Robert Folino

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Antoine Theysset

Pierre Weinstein

The experience of our directors

and executive officers is as follows:

Andrew Gundlach , our Chairman, President

and Chief Executive Officer since June 26, 2024, currently serves as President and Co-Chief Executive Officer at Bleichroeder, a registered

investment advisor focused on ultra-high-net-worth families, a position held since 2019, where he oversees the strategic and operational

aspects of the firm;

The experience of our directors and executive

officers is as follows:

Andrew Gundlach , Inflection Point’s

Chairman since June 26, 2024, currently serves as President and Co-Chief Executive Officer at Bleichroeder, a registered investment advisor

focused on ultra-high-net-worth families, a position held since 2019, where he oversees the strategic and operational aspects of the firm;

he has been with Bleichroeder and its predecessor firms since 2006.

Since 2015 he has also headed Goldiron, a registered

investment advisor focused on institutions and ultra-high-net-worth investors.

He also is an Adjunct Associate Professor of Business at

Columbia Business School from 2004 to the present, where he teaches courses on investing, and currently serves on the school’s board.

Previously, Mr.

Since 2015 he has also headed Goldiron, a registered investment advisor

focused on institutions and ultra-high-net-worth investors.

He also is an Adjunct Associate Professor of Business at Columbia Business

School from 2004 to the present, where he teaches courses on investing, and currently serves on the school’s board.

Gundlach co-founded Artemis Advisors LLC in 1999 and served as a founding partner until 2006.

His earlier career includes

roles as an Associate at J.P.

His earlier career includes roles as

an Associate at J.P.

Morgan Chase & Co.

from 1996 to 1999, and as an Analyst at Morgan Stanley from 1994 to 1996.

holds board positions as a Director at First Eagle Holdings since 2006.

Gundlach holds

board positions as a Director at First Eagle Holdings since 2006.

He served on the boards of Odyssey Acquisition SA from 2021 to 2022,

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from 2014 until its acquisition by ExxonMobil in 2021.

Gundlach is also a Member of the Council on Foreign

Relations, where he serves on the Investment Committee.

Gundlach currently serves on the Advisory Board at People.ai, a privately-held

AI company, and Welltower (NYSE:

Gundlach is also a Member of the Council on Foreign Relations,

where he serves on the Investment Committee.

Gundlach currently serves on the Advisory Board at People.ai, a privately-held AI company,

and Welltower (NYSE:

WELL), a publicly-traded health care infrastructure REIT.

He earned an MBA from Columbia Business School

and holds both an MS and a BS in International Relations and Affairs from Georgetown University’ School of Foreign Service.

he is well qualified to serve on our board due to his extensive investment and advisory background.

He earned an MBA from Columbia Business School and holds

both an MS and a BS in International Relations and Affairs from Georgetown University’ School of Foreign Service.

We believe he

is well qualified to serve on our board due to his extensive investment and advisory background.

Michael Blitzer has been the President

and CEO of the Company since July 2025.

Blitzer has served as the Chairman and CEO of Inflection Point Acquisition Corp.

IPCX) (“ IPCX ”), a special purpose acquisition company which announced the signing of a definitive agreement

for its initial business combination with Air Water Ventures Holdings Limited on August 25, 2025.

Since September 2025, Mr.

has also served as the Chairman and Chief Executive Officer of Inflection Point Acquisition Corp.

IPEX) (“ IPEX ”),

a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with

GOWell Technology Limited on October 14, 2025.

Blitzer previously served as co-CEO and director of Inflection Point

Acquisition Corp.

I (“ IPAX ”), a special purpose acquisition company, from February 2021 until the completion of its

business combination with Intuitive Machines, LLC in February 2023.

Blitzer also served as the Chairman and CEO of Inflection

Point Acquisition Corp.

II (“ IPXX ”) from March 2023 until the closing of its business combination with USARE in March

He currently sits on the board of directors and audit committee of Intuitive Machines, Inc.

LUNR) and is the Chairman of

USA Rare Earth, Inc.

Blitzer is the founder and co-CEO of Kingstown Capital Management (“ Kingstown ”),

which he founded in 2006 and grew to a multi-billion asset manager with some of the world’s largest endowments and foundations

Over 19 years, Kingstown has invested in public and private equities, SPACs, PIPEs, and derivatives.

At Kingstown, Mr.

has overseen and participated in nearly all the firm’s investment decisions including countless public and private investments in

disruptive growth industries.

Blitzer brings an in-depth understanding of public markets and has invested in a variety of

corporate transactions such as spin-offs, rights offerings, public offerings, privatizations, and mergers & acquisitions.

began his Wall Street career at J.P.

Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed

by work at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt.

taught courses in Investing at Columbia Business School for five years in the 2010s.

He holds an M.B.A.

from Columbia Business School

from Cornell University where he received the Cornell Tradition Fellowship.

Blitzer is a trustee of Greens Farms Academy

in Westport, CT where he is also Treasurer and Chair of the Investment Committee.

We believe Mr.

Blitzer is well-qualified to

serve as a director due to his extensive experience in company advisory and with special purpose acquisition companies.

Kevin Shannon has been our Chief Operating

Officer since July 2025.

Shannon has served as Chief Operating Officer of IPCX, a special purpose acquisition company which

announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on August 25,

He also has served, since September 2025, as the Chief Operating Officer of IPEX, a special purpose acquisition company which announced

the signing of a definitive agreement for its initial business combination with GOWell Technology Limited on October 14, 2025.

previously served as Chief of Staff of IPXX from March 2023 until March 2025 and as Chief of Staff of IPAX from March 2021 to February

In his role as Chief Operating Officer of IPCX, BACQ and and Chief of Staff for IPXX and IPAX, Mr.

Shannon was an active participant

in all target search, negotiation, and due diligence workstreams.

Shannon is a founder and partner of Inflection Point Asset

Management, which he co-founded with Michael Blitzer in 2024.

Inflection Point Asset Management invests in concentrated SPAC sponsor

and PIPE positions, primarily focused on backing the Inflection Point franchise of SPACs.

Shannon also currently serves as Capital

Markets Advisor for Intuitive Machines, Inc and as Special Advisor to USA Rare Earth, Inc.

Prior to Inflection Point Asset Management,

Shannon was a Principal at The Venture Collective from April of 2023 to March of 2024 helping to source and diligence later stage

investments for the venture capital firm.

Before that, Mr.

Shannon was a Senior Analyst at Kingstown Capital from March of 2021 to

March of 2023.

Shannon began his career in Equity Capital Markets at Bank of America, spending time working across the Technology,

Industrials, Equity-Linked, and SPAC teams within ECM.

Shannon holds a B.A.

from Colgate University.

Robert Folino , our Chief Financial Officer

since June 26, 2024, joined Bleichroeder, a registered investment advisor, as a trader in 2018 where he and Mr.

Gundlach worked closely

to help establish the firm.

since July 2025, joined Bleichroeder, a registered investment advisor, as a trader in 2018 where he and Mr.

Gundlach worked

closely to help establish the firm.

Folino was made Chief Operating Officer and Head of Trading of Bleichroeder.

currently responsible for overseeing all aspects of accounting, tax and financial operations of the funds, the management company, and

its general partner entities.

Prior to joining Bleichroeder, Mr.

Folino worked for First Eagle Investment Management for 22 years,

where he held positions of increasing responsibility.

is currently responsible for overseeing all aspects of accounting, tax and financial operations of the funds, the management company,

and its general partner entities.

Prior to joining Inflection Point, Mr.

Folino worked for First Eagle Investment Management for

22 years, where he held positions of increasing responsibility.

He joined Arnhold and S.

Bleichroeder, the predecessor firm to First Eagle

Investment Management, in 1996 as a junior arbitrage trader for the Merger Arbitrage Department.

Folino holds a BA in Finance

from Rider University.

Bleichroeder, the predecessor firm

to First Eagle Investment Management, in 1996 as a junior arbitrage trader for the Merger Arbitrage Department.

a BA in Finance from Rider University.

Joseph Samuels , who has served as our director

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Samuels was an Executive Managing Director who previously held many key roles at Sculptor Capital Management Inc.

(fka Och-Ziff

(f/k/a Och-Ziff

Capital Management Group LLC), a hedge fund with peak AUM of $50 billion.

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well-qualified to serve as a director due to his extensive finance and investment experience.

Antoine Theysset , who has served as our director since November 2024, has 25 years of international strategy and operations experience in the Technology,

Media and Entertainment industry.

Theysset has been serving as an independent director of Improbable Worlds Ltd, a technology company

providing metaverse infrastructure and applications, and previously served as the director representing SoftBank.

Prior to that, he was

an Operating Partner with SoftBank Investment Advisers, focused on its Consumer Tech and Media investments.

Theysset previously led

McKinsey’s Fast Growth Tech practice development in the Consumer Tech and Media markets.

He has been advising startups and VC funds

on growth strategy and international expansion, both with McKinsey and as advisor/operating partner to 2 early-stage funds.

his career, he held several executive positions with News Corporation over 8 years in London and then in New York (COO of Fox Interactive

Media’s international division, SVP Corporate Development, etc.), strategy and business development with Orange Mobile Group in

London, strategy consulting with Cap Gemini, Universal Music Group, and Vivendi Universal Net's Strategic Planning and Corporate Development.

He graduated from NYU Stern with an MBA in Finance and Marketing, received two certificates in Entertainment, Media and Technology, and

Digital Economy, and is a graduate of the double-degree program in International Business from Northeastern University and NEOMA Business

School/CESEM.

We believe Mr.

Theysset is well-qualified to serve as a director due to his extensive international strategy and operations

Nazim Cetin , who has served as our director

since November 2024, has served as Chief Executive Officer and Global Chief Investment Officer of Allianz X GmbH, which invests in digital

frontrunners in ecosystems relevant to insurance and asset management, since 2017.

From 2012 to 2017, Mr.

Cetin was Vice President of

Corporate Development & New Businesses at Bertelsmann SE & Co.

KGaA, a German private multinational conglomerate.

he served as Vice President Commercial Finance at Maple Bank from 2004 to 2007.

Cetin began his career in investment banking at Landesbank

Baden-Württemberg, or LBBW, a full-service and commercial bank and central bank for savings banks in Germany.

Cetin currently

serves on the boards of Pie Insurance, an insurance company, WeLab Holdings, a fintech company focused on Asia, Clark SE, an insurance

broker operating in Germany, UK, France and Benelux, and Alti Global, a leading independent global wealth management company.

in Economics from Witten-Herdecke University, an M.Sc.

in Economics and Management from Universitat Pompeu Fabra Barcelona, and

a degree in Quantitative Economics from Eberhard Karls University in Tübingen.

We believe Mr.

Cetin is well-qualified to serve as

a director due to his extensive investment and banking experience.

Pierre Weinstein , who has served as our director since November 2024, has served as the

head of Special Situations at Verition Fund Management since January 2025.

Previously, Mr.

Weinstein has served as Partner and Portfolio

Manager at Saba Capital Management, L.P., an investment advisor focused on credit and equity relative value strategies, from its launch

in April 2009 to December 2024.

As a portfolio manager, Mr.

Weinstein focused on several strategies including closed-end funds, reinsurance,

SPACs, cross asset volatility, and convertible arbitrage.

In addition, Mr.

Weinstein has served on the Board of Trustees of Saba Capital

Income & Opportunities Fund II (NYSE:

SABA) since December 2021, as Chairman of the Board of Trustees since February 2023, and as

Chief Executive Officer from December 2023 to November 2024.

Weinstein has also served as Chief Executive Officer of Saba Capital

Income and Opportunities Fund (NYSE:

BRW) from May 2021 to November 2024.

Prior to Saba, Mr.

Weinstein was a Portfolio Manager at Saba

Principal Strategies, the proprietary credit trading group at Deutsche Bank where he managed the equity derivatives, international convertible

bond and SPAC Arbitrage strategies.

Weinstein started his investment career at Société Générale in Paris

in 1998 as an equity derivatives market maker.

Weinstein held various roles including a position as a convertible bond proprietary

trader in New York.

Weinstein holds a MS in Engineering from École Centrale Lyon and a MS in Finance from École HEC

We believe Mr.

Weinstein is well-qualified to serve as a director due include his decades of experience leading various asset

and wealth management platforms, his deep knowledge of portfolio management, and his expertise in credit and derivatives trading.

Kathy Savitt , who has served as our director since November 2024, has extensive senior

executive operating experience, as well as public and private board roles across a variety of industries.

Savitt has been serving

as a General Partner at Perch Partners, LLC, a growth revenue, marketing and operational excellence advisory firm since January 2025.

Her professional experience includes serving as past President and Chief Business Officer of Boom Supersonic, a private designer of supersonic

airliners, from 2020 to 2024, Chief Marketing and Media Officer at Yahoo (NYSE:

AABA) from 2012 to 2015 and holding senior leadership

marketing roles at Amazon (NASDAQ:

Antoine Theysset , who has served as our

director since November 2024, has 25 years of international strategy and operations experience in the Technology, Media and Entertainment

Theysset has been serving as an independent director of Improbable Worlds Ltd, a technology company providing metaverse

infrastructure and applications, and previously served as the director representing SoftBank.

Prior to that, he was an Operating Partner

with SoftBank Investment Advisers, focused on its Consumer Tech and Media investments.

Theysset previously led McKinsey’s Fast

Growth Tech practice development in the Consumer Tech and Media markets.

He has been advising startups and VC funds on growth strategy

and international expansion, both with McKinsey and as advisor/operating partner to 2 early-stage funds.

Earlier in his career, he held

several executive positions with News Corporation over 8 years in London and then in New York (COO of Fox Interactive Media’s international

division, SVP Corporate Development, etc.), strategy and business development with Orange Mobile Group in London, strategy consulting

with Cap Gemini, Universal Music Group, and Vivendi Universal Net’s Strategic Planning and Corporate Development.

He graduated from NYU

Stern with an MBA in Finance and Marketing, received two certificates in Entertainment, Media and Technology, and Digital Economy, and

is a graduate of the double-degree program in International Business from Northeastern University and NEOMA Business School/CESEM.

Theysset is well-qualified to serve as a director due to his extensive international strategy and operations experience.

Kathy Savitt , who has served as our director

since November 2024, has extensive senior executive operating experience, as well as public and private board roles across a variety of

Savitt has been serving as a General Partner at Perch Partners, LLC, a growth revenue, marketing and operational excellence

advisory firm since January 2025.

Her professional experience includes serving as past President and Chief Business Officer of Boom Supersonic,

a private designer of supersonic airliners, from 2020 to 2024, Chief Marketing and Media Officer at Yahoo (NYSE:

AABA) from 2012 to 2015

and holding senior leadership marketing roles at Amazon (NASDAQ:

AMZN) from 2002 to 2006, and American Eagle Outfitters (NYSE:

AEO) from 2009 to 2012.

Prior to this,

she served as Founder and Chief Executive Officer of Lockerz, an international social commerce website and as Co-Founder and President

at MWW/Savitt (part of the MWW Group, a public relations firm).

Her board experience includes serving as Chairperson for Volta Charging

VLTA) from 2018 to 2023 (where she served as lead independent director upon the company’s going public and then as Chairperson

until its company’s sale in 2023) and as a board member for Alaska Airlines (NYSE:

ALK) from 2014 to 2017, and Build-A-Bear Workshop

2009 to 2012.

Prior to this, she served as Founder and Chief Executive Officer of Lockerz, an international social commerce website and

as Co-Founder and President at MWW/Savitt (part of the MWW Group, a public relations firm).

Her board experience includes serving as Chairperson

for Volta Charging (NYSE:

VLTA) from 2018 to 2023 (where she served as lead independent director upon the company’s going public

and then as Chairperson until its company’s sale in 2023) and as a board member for Alaska Airlines (NYSE:

ALK) from 2014 to 2017,

and Build-A-Bear Workshop (NYSE:

BBW) from 2009 to 2011.

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We believe Ms.

Savitt is well-qualified to

serve as a director due to her extensive public and private company experience across a variety of industries.

is well-qualified to serve as a director due to her extensive public and private company experience across a variety of industries.

Family Relationships

No family relationships

exist between any of our directors or executive officers.

No family relationships exist between any of our

directors or executive officers.

Involvement in Certain Legal Proceedings

There are no material proceedings

to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has

a material interest adverse to our Company.

Number and Terms of Office of Officers and

There are no material proceedings to which any

director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a material interest

adverse to our Company.

Number and Terms of Office of Officers

and Directors

Committees of the Board of Directors

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Savitt and Messrs.

Weinstein and Cetin serve as the members of our audit committee.

Samuel and Theysett serve as the members of our audit committee.

Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent.

Savitt and Messrs.

Weinstein and Cetin are each independent.

Cetin serves as the chairman of the audit

Each member of the audit committee is financially literate and our board of directors has determined that Mr.

Cetin qualifies

Samuel and Theysett are each independent.

Savitt serves as the chairman of the audit

Each member of the audit committee is financially literate and our board of directors has determined that Ms.

Savitt qualifies

as an “audit committee financial expert” as defined in applicable SEC rules.

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details the principal functions of the audit committee, including:

● assisting board oversight of (1) the integrity of our

financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting

firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered

● assisting board oversight of (1) the integrity

of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public

accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered

public accounting firm;

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public accounting firm and any other independent registered public accounting firm engaged by us;

● pre-approving all audit and non-audit services to be provided

by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval

policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships the independent

registered public accounting firm have with us in order to evaluate their continued independence;

● setting clear policies for audit partner rotation in compliance

with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting

firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any

material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting

firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting

one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial

statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing

our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”;

● pre-approving all audit and non-audit services

to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and

establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all

relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

● setting clear policies for audit partner rotation

in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered

public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures

and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered

public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years

respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited

financial statements and quarterly financial statements with management and the independent registered public accounting firm, including

reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated

by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public

accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with

regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial

● reviewing with management, the independent registered

public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence

with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial

statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting

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a compensation committee charter, which details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals

and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s

based on such evaluation;

● reviewing and making recommendations to our board of directors

with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of

our other officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation

equity-based remuneration plans;

● assisting management in complying with our proxy statement

and annual report disclosure requirements;

● approving all special perquisites, special cash payments and

other special compensation and benefit arrangements for our executive officers and employees;

● producing a report on executive compensation to be included

in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating

our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our chief executive officer’s based on such evaluation;

and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based

plans that are subject to board approval of all of our other officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation

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participate in the consideration and recommendation of director nominees are Messrs.

Samuels, Theysset, Cetin and Weinstein as well as

In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.

As there is no standing

nominating committee, we do not have a nominating committee charter in place.

Samuels, Theysset, as well as Ms.

In accordance

with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.

As there is no standing nominating committee,

we do not have a nominating committee charter in place.

The board of directors will also consider director

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Our shareholders that wish to nominate a director

for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating

nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our

business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination

to our board of directors.

for appointment to our board of directors should follow the procedures set forth in our Articles.

Code of Ethics

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Trading Policies

On October 16, 2024, we adopted insider trading

policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees,

which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards

(the “Insider Trading Policy”).

On October 16, 2024, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards (the “ Insider Trading Policy ”).

The foregoing

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of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Compensation Recovery and Clawback Policy

Conflicts of Interest

Under Cayman Islands law, directors and officers

owe the following fiduciary duties:

(i) duty to act in good faith in what the director or officer believes to be in the best interests of the

company as a whole;

(ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral

(iii) directors should not improperly fetter the exercise of future discretion;

(iv) duty to exercise powers fairly as between different sections of shareholders;

(v) duty not to put themselves in a position in which there is a conflict between their duty to the company

and their personal interests;

(vi) duty to exercise independent judgment.

In addition to the above, directors also owe a

duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person having

both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried

out by that director in relation to the company and the general knowledge, skill and experience of that director.

As set out above, directors have a duty not to

put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of

their position at the expense of the company.

However, in some instances what would otherwise be a breach of this duty can be forgiven

and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission

granted in the Articles or alternatively by shareholder approval at general meetings.

Each of our officers and directors presently has,

and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities

pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities.

if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or

she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present

such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law.

The Articles provide

that, to the fullest extent permitted by law:

(i) no individual serving as a director or an officer, among other persons, shall have any

duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business

activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate

in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us,

on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity.

As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete

the Business Combination, or another initial business combination.

Below is a table summarizing the entities to which our officers and

directors currently have fiduciary duties or contractual obligations:

Entity’s Business

Andrew Gundlach

Bleichroeder Acquisition Corp.

Special purpose acquisition company

Founder, Chairman, President and Chief Executive Officer

Bleichroeder LP

First Eagle Investment Management

Robert Folino

Bleichroeder Acquisition Corp.

Special purpose acquisition company

Chief Financial Officer

Bleichroeder LP

Joseph Samuels

Channel Partners

Islet Management

Antoine Theysset

Improbable Worlds, Ltd.

Bleichroeder Acquisition Corp.

Special purpose acquisition company

Bleichroeder Acquisition Corp.

Special purpose acquisition company

EGH Acquisition Corp.

Special purpose acquisition company

Perch Partners

Michael Blitzer

Kingstown Capital Management, L.P.

Asset management

Founder and Co-Chief Investment Officer

Kingstown Capital Partners, LLC

Asset management

Managing Member

Kingstown Management GP LLC

Asset management

Managing Member

Kingstown Partners Master Ltd, Kingstown Partners II, L.P., Kingstown 1740 Fund, LP and Kingfishers L.P.

Investment Funds

Funds managed by Kingstown Capital Management, LP and Kingstown Management GP LLC

Inflection Point Acquisition Corp.

Special purpose acquisition company

Chairman and Chief Executive Officer

Inflection Point Acquisition Corp.

Special purpose acquisition company

Chairman and Chief Executive Officer

Inflection Point Acquisition Corp.

Special purpose acquisition company

Inflection Point Asset Management LLC

Asset management

Director and Chief Investment Officer

Inflection Point GP I LLC

Asset management

Manager and Member

Inflection Point Fund I LP

Investment Fund

Fund managed by Inflection Point Asset Management LLC and Inflection Point GP I LLC

Intuitive Machines, Inc.

Space exploration, infrastructure and services

USA Rare Earth, Inc.

Manufacturing

Kevin Shannon

USA Rare Earth, Inc.

Manufacturing

Special Advisor

Inflection Point Asset Management LLC

Asset management

Director and Portfolio Manager

Inflection Point Acquisition Corp.

Special purpose acquisition company

Chief Operating Officer

Inflection Point Acquisition Corp.

Special purpose acquisition company

Chief Operating Officer

Inflection Point Acquisition Corp.

Special purpose acquisition company

Chief Executive Officer

Inflection Point Fund I LP

Investment Fund

Fund managed by Inflection Point Asset Management LLC and Inflection Point GP I LLC

Compensation Recovery and Clawback

Under the Sarbanes-Oxley Act, in the event of

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On October 16, 2024, our Board of Directors approved

the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply with the final clawback

rules adopted by the SEC under Rule 10D-1 under the Exchange Act (the “Rule”), and the listing standards, as set forth in

the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).

the adoption of the Executive Compensation Clawback Policy (the “ Clawback Policy ”), in order to comply with the final

clawback rules adopted by the SEC under Rule 10D-1 under the Exchange Act (the “ Rule ”), and the listing standards,

as set forth in the Nasdaq Listing Rule 5608 (the “ Final Clawback Rules ”).

The Clawback Policy provides for the mandatory

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of our initial business combination, will be paid from working capital:

● Payment of consulting, success or finder fees to our Sponsor,

Co-Founders or a member of our management team, or their respective affiliates in connection with the consummation of our initial Business

● We may engage our Sponsor or an affiliate of our Sponsor as

an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity

a salary or fee in an amount that constitutes a market standard for comparable transactions;

● Reimbursement for any out-of-pocket expenses related to identifying,

investigating, negotiating and completing an initial Business Combination;

● Repayment of up to $750,000 in working capital loans that

may be made by Inflection Point;

● Repayment of loans which may be made by our Sponsor or an

affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial

● Payment of consulting, success or finder fees

to our Sponsor, officers, directors, or their respective affiliates in connection with the consummation of our initial business combination;

● We may engage our Sponsor or an affiliate of

our Sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such

person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;

● Reimbursement for any out-of-pocket expenses

related to identifying, investigating, negotiating and completing an initial business combination;

● Repayment of up to $750,000 in working capital

loans that may be made by Inflection Point Fund I LP;

● Repayment of loans which may be made by our Sponsor

or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial

business combination.

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the post-business combination entity at a price of $10.00 per unit at the option of the lender.

Such units would be identical to the

private placement units.

Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements

exist with respect to such loans.

Such units would be identical to the private

placement units.

Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with

respect to such loans.

After the completion of our initial business combination,

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responsible for determining executive officer and director compensation.

In connection with the Proposed Business Combination, Michael

Blitzer will continue as a director of New Merlin.

No compensation has been established in connection with his appointment.

Any compensation to be paid to our executive officers

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by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure

that members of our management team maintain their positions with us after the consummation of our initial Business Combination, although

it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after

our initial Business Combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with

us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability

of our management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision

to proceed with any potential Business Combination.

We are not party to any agreements with our officers and directors that provide for

benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth

information regarding the beneficial ownership of our Ordinary Shares as of March 10, 2025 based on information obtained from the persons

named below, with respect to the beneficial ownership of Ordinary Shares, by:

person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

of our executive officers and directors that beneficially owns our Ordinary Shares;

our executive officers and directors as a group.

In the table below, percentage

ownership is based on 33,758,333 shares of our Ordinary Shares, consisting of (i) 25,425,000 Class A Ordinary Shares and (ii) 8,333,333

Class B Ordinary Shares, issued and outstanding as of March 10, 2025.

We do not intend to take any action to ensure that members of our management

team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or

all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s

motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after

the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential Business

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding

the beneficial ownership of our Ordinary Shares as of March 10, 2026, based on information obtained from the persons named below, with

respect to the beneficial ownership of Ordinary Shares, by:

● each person known by us to be the beneficial

owner of more than 5% of our outstanding Ordinary Shares;

● each of our executive officers and directors

that beneficially owns our Ordinary Shares;

● all our executive officers and directors as a

In the table below, percentage ownership is based

on 33,758,333 shares of our Ordinary Shares, consisting of (i) 25,425,000 Class A Ordinary Shares and (ii) 8,333,333 Class B Ordinary

Shares, issued and outstanding as of the date of this Annual Report.

On all matters to be voted upon, except for the election of directors

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Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially

owned by them.

Unless otherwise indicated, we believe that all

persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.

Class A Ordinary Shares

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Percentage of

Bleichroeder Sponsor 1 LLC (2)(3)((4)

Michel Combes

Andrew Gundlach

Michael Blitzer

Robert Folino

Kevin Shannon

Joseph Samuels

Antoine Theysset

Pierre Weinstein

All officers and directors as a group (7 persons)

AQR Parties (5)

Continental General Parties (6)

Hudson Bay Capital Parties (7)

Five Percent Holders

Bleichroeder Sponsor 1 LLC (3)(4)

Barclays PLC (5)

Highbridge Capital Management, LLC (6)

Merus Global Investments LLC (7)

Ramya Rao (8)

Healthcare of Ontario Pension Plan Trust Fund (9)

(1) Unless otherwise noted, the business address of each of the

following is c/o Bleichroeder Acquisition Corp.

I, 1345 Avenue of the Americas, Fl 47, New York, NY 10105.

(2) Interests shown consist solely of Founder Shares, classified

as Class B Ordinary Shares.

Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately

following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject

to adjustment.

Westchester Capital Management, LLC (9)

Unless otherwise noted, the business address of each of the following is c/o Inflection Point Acquisition Corp.

IV, 1345 Avenue of the Americas, Fl 47, New York, NY 10105.

Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares.

Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment.

Our Sponsor, is the record holder of such shares.

L.L.C-FZ, an entity formed in Dubai (of which Michel Combes, one of our Co-Founders, is the manager), as well as Andrew Gundlach, our

Chief Executive Officer, are the managing members of Bleichroeder Sponsor 1 LLC and hold voting and investment discretion with respect

to the Ordinary Shares held of record by the Sponsor.

MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Michel Combes, one of our Co-Founders, is the manager), as well as Andrew Gundlach, our Chief Executive Officer, are the managing members of Bleichroeder Sponsor 1 LLC and hold voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor.

Combes and Mr.

Gundlach disclaim any beneficial ownership of the securities

held by the sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Gundlach, through their affiliates and controlled entities, own direct and indirect interests in the membership interests

of our Sponsor, which includes an indirect interest in 1,505,833 Founder Shares each.

Our Chief Financial Officer and independent directors

will receive an indirect interest in an aggregate of 55,000 Founder Shares through membership interests in our Sponsor.

Each such party’s

membership interests in our Sponsor tracks our underlying securities on a 1:1 basis.

Each such person disclaims any beneficial ownership

of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(4) Inflection Point has an indirect interest, through its non-managing membership interests in our Sponsor,

an aggregate of 5,266,667 Founder Shares held by the Sponsor.

Inflection Point is not granted any shareholder or other rights in addition

to those afforded to our other public shareholders, and only has membership interests in the Sponsor, with no right to control the Sponsor

or vote or dispose of any securities held by the Sponsor.

In addition, Inflection Point has no right to vote the Founder Shares, Private

Placement Units or securities underlying the Private Placement Units that it holds indirectly through its holdings of membership units

of the Sponsor.

(5) According to a Schedule 13G filed on February 13, 2025 by (i) AQR Capital Management, LLC, (ii) AQR Capital

Management Holdings, LLC, and (iii) AQR Arbitrage, LLC.

The business address of each of the reporting persons is One Greenwich Plaza,

Suite 130, Greenwich, Connecticut 06830.

(6) According to a Schedule 13G filed on January 10, 2025 by (i) Continental General Insurance Company (“CGIC”),

(ii) Continental Insurance Group, Ltd.

(“CIG”), (iii) Continental General Holdings LLC (“CGH”), and (iv) Michael

The address of the principal office for Mr.

Gorzynski is 595 Madison Avenue, 30th Floor, New York, NY 10022.

The principal

business address for each of CGIC, CIG and CGH is 11001 Lakeline Blvd., Ste.

120, Austin, TX 78717.

(7) According to a Schedule 13G/A filed on February 10, 2025 by Hudson Bay Capital Management LP and Sander

The business address of each of the reporting persons is 290 Harbor Dr., Stamford, CT 06902.

Gundlach disclaim any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Combes and Mr.

Gundlach, through their affiliates and controlled entities, own direct and indirect interests in the membership interests of our Sponsor, which includes an indirect interest in 1,505,833 Founder Shares each.

Our Chief Financial Officer and independent directors will receive an indirect interest in an aggregate of 55,000 Founder Shares through membership interests in our Sponsor.

Each such party’s membership interests in our Sponsor tracks our underlying securities on a 1:1 basis.

Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Inflection Point Fund I LP has an indirect interest, through its non-managing membership interests in our Sponsor, an aggregate of 5,266,667 Founder Shares held by the Sponsor.

Inflection Point is not granted any shareholder or other rights in addition to those afforded to our other public shareholders, and only has membership interests in the Sponsor, with no right to control the Sponsor or vote or dispose of any securities held by the Sponsor.

In addition, Inflection Point has no right to vote the Founder Shares, Private Placement Units or securities underlying the Private Placement Units that it holds indirectly through its holdings of membership units of the Sponsor.

According to a Schedule 13G filed on February 11, 2026 by Barclays PLC.

The business address of the reporting person is 1 Churhill Place, London – E14 5HP.

According to a Schedule 13G filed on February 17, 2026 by Highbridge Capital Management, LLC, a Delaware limited liability company and the investment adviser to certain funds and accounts.

The business address of the reporting person is 390 Madison Avenue, 28th Floor, New York, NY 10017.

According to a Schedule 13G/A filed on February 17, 2026 by Merus Global Investments, LLC.

The business address of the reporting person is 3 Park Ave, Suite 2900, New York, NY 10016.

According to a Schedule 13G filed on February 14, 2025 by Ramya Rao.

The business address of Ramya Rao

is 1 Churchill Place, London – E14 5 HP, United Kingdom.

(9) According to a Schedule 13G filed on February 14, 2025 by Healthcare of Ontario Pension Plan Trust Fund.

The business address of Healthcare of Ontario Pension Plan Trust Fund is 1 York Street, Suite 1900, Toronto, Ontario, Canada, M5J 0B6.

Securities Authorized for Issuance under Equity

Compensation Plans

The business address of Ramya Rao is 1 Churchill Place, London – E14 5 HP, United Kingdom.

According to a Schedule 13G/A filed on November 14, 2025, by Westchester Capital Management, LLC (“Westchester”), a Delaware limited liability company, Virtus Investment Advisers, LLC (“Virtus”), a Delaware limited liability company, and The Merger Fund (“MF”), a Massachusetts business trust.

Virtus, a registered investment adviser, serves as the investment adviser to MF, The Merger Fund VL (“VL”) and Virtus Westchester Credit Event Fund (“CEF”).

Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, CEF and JNL Multi-Manager Alternative Fund (“JARB”, together with MF, MF VL and CEF, the “Funds”).

The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds.

Roy Behren and Mr.

Shannon each serve as Co-Presidents of Westchester.

The addresses of the reporting persons are as follows:

Westchester Capital Management, LLC 100 Summit Lake Drive, Valhalla, NY 10595;

Virtus Investment Advisers, LLC One Financial Plaza, Hartford, CT 06103;

and The Merger Fund 101 Munson Street, Greenfield, MA 01301-9683.

Securities Authorized for Issuance

under Equity Compensation Plans

Changes in Control

Certain Relationships and Related Transactions, and Director Independence.

On June 25, 2024, our Sponsor paid $25,000,

or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,187,500 Founder Shares.

On October 2, 2024,

we capitalized $239.58 standing to the credit of our share premium account and issued an additional 2,395,833 Founder Shares to our Sponsor,

resulting in our Sponsor holding an aggregate of 9,583,333 Founder Shares (up to 1,250,000 shares of which are 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 in the IPO informed us that the over-allotment option would not be exercised.

As a result, 1,250,000

Class B Ordinary Shares were surrendered by the Sponsor in order for our Sponsor to maintain ownership of 25% of the issued and outstanding

shares of us (excluding the Class A Ordinary Shares underlying the Private Placement Units held by the Sponsor).

Such surrendered shares

were cancelled by us.

Our Sponsor also purchased an aggregate of 425,000

Private Placement Units at a price of $10.00 per unit, or $4,250,000 in the aggregate, in the Private Placement.

The Private Placement

Units are identical to the units sold in our IPO except that, so long as they are held by our Sponsor or its permitted transferees, the

Private Placement Units (including their component securities) (i) may not (including the Class A ordinary shares issuable upon

conversion of the underlying rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days

after the completion of our initial business combination and (ii) will be entitled to registration rights.

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.

The Sponsor issued membership interests to Inflection Point, at a nominal purchase price to

reflect its interest in an aggregate of 5,266,667 Founder Shares held by the Sponsor.

Inflection Point has no right to vote the Founder

Shares, Private Placement Units or securities underlying the Private Placement Units that it holds indirectly through its membership interests

in the Sponsor.

Prior to or in connection with the completion

of our initial Business Combination, there may be payment by us to our Sponsor, Co-Founders or a member of our Management Team or one

of their affiliates of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate

the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from

working capital.

Prior to the closing of our IPO, our Sponsor loaned

us funds in an aggregate amount of up to $750,000 used for a portion of the expenses of our IPO.

These loans were non-interest bearing,

unsecured and was payable upon the closing of our IPO.

On November 4, 2024, we repaid the total outstanding balance of the loan amounting

Borrowings under this loan are no longer available.

We expect to fund our working capital requirements

prior to the time of our initial Business Combination with working capital.

In addition, in order to finance transaction costs in connection

with an intended initial Business Combination, our Sponsor or an affiliate of our sponsor or certain of our officers and directors may,

but are not obligated to, loan us funds as may be required on a non-interest basis.

If we complete an initial Business Combination, we

would repay such loaned amounts.

In the event that the initial Business Combination does not close, we may use working capital 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 loans (including

up to $750,000 in working capital loans that may be made by Inflection Point, which has agreed to lend us up to this amount for working

capital purposes) 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.

Such units would be identical to the Private Placement Units.

Except as set forth above, the terms of such

loans, if any, have not been determined and no written agreements exist with respect to such loans.

Prior to the completion of our initial

Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe

third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust

We have until the date that is 24 months

from November 4, 2024 or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business

If we anticipate that we may be unable to consummate our initial Business Combination within such 24-month period, we may

seek shareholder approval to amend our Amended and Restated Memorandum to extend the date by which we must consummate our initial Business

If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to vote on the

extension and to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust

account, including interest earned thereon (net of taxes payable), divided by the number of then issued and outstanding public shares,

subject to applicable law.

Any of the foregoing payments to our Sponsor,

repayments of loans from our Sponsor or repayments of working capital loans prior to our initial business combination will be made using

working capital.

After our initial Business Combination, members

of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all

amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable,

furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender

offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up

to the directors of the post-combination business to determine executive and director compensation.

The holders of the Founder Shares and Private

Placement Units will be entitled to registration rights pursuant to a registration rights agreement, dated October 31, 2024, requiring

us to register such securities for resale.

For more information on the Proposed

Business Combination, see “ Item 1.

Business—Proposed Business Combination with Merlin ”.

Certain Relationships and Related

Transactions, and Director Independence.

Founder Shares

In June 2024, the Sponsor, paid $25,000,

or approximately $0.004 per share, to cover certain of our offering costs for the issuance of 7,187,500 Founder Shares.

Subsequently,

on October 2, 2024, we capitalized $239.58 standing to the credit of our share premium account 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.

As a result of the underwriters’

election not to exercise their over-allotment option, 1,250,000 Founder Shares were forfeited resulting in the Sponsor holding 8,333,333

Founder Shares.

Pursuant to the Letter Agreement, the Sponsor

and our officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares

issuable 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 we complete a liquidation, merger, share exchange or other similar transaction after the initial business

combination that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or

other property;

except to certain permitted transferees and under certain circumstances (the lock-up).

Notwithstanding the foregoing,

if (1) the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 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 we consummate a transaction after the initial

business combination which results in our shareholders having the right to exchange their shares for cash, securities or other property,

the Founder Shares will be released from the lock-up.

However, in connection with the Proposed Business Combination, this provision of

the Letter Agreement will be superseded by a lock-up agreement to be entered into with Merlin and New Merlin.

Private Placement Units

The Sponsor purchased an aggregate of 425,000

Private Placement Units, simultaneously with the initial closing of the IPO, at a price of $10.00 per Private Placement Unit, or $4,250,000

in the aggregate.

The Private Placement Units are identical to the units sold in Inflection Point’s IPO except that, so long

as they are held by our Sponsor or its permitted transferees, the Private Placement Units (including their component securities)

(i) may not (including the Class A Ordinary Shares issuable upon conversion of the underlying rights), subject to certain limited

exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination

and (ii) will be entitled to registration rights.

In connection with the Proposed Business Combination, the Sponsor will enter into

a lock-up agreement with Merlin and New Merlin.

Pre-Funded NPAs

Pursuant to the Pre-Funded NPAs, Inflection

Point Fund agreed to purchase a Pre-Funded Convertible Note and a Pre-Funded Warrant to purchase 1,720,589 shares of New

Merlin Common Stock.

Agreements Related to the Business Combination

Business Combination Agreement

On August 13, 2025, we entered into the Business

Combination Agreement with IPDX Merger Sub, Inc., a Delaware corporation and our direct wholly-owned subsidiary, and Merlin Labs, Inc.,

a Delaware corporation, pursuant to which, among other things and subject to the terms and conditions therein:

(1) we will change our

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, (2) following the Domestication, Merger Sub will merge with and into Merlin, with Merlin surviving the merger as a

wholly-owned subsidiary of the Company, resulting in a combined company whereby Merlin OpCo will become a wholly-owned subsidiary

of the Company, and substantially all of the assets and the business of the combined company will be held and operated by Merlin OpCo

and its subsidiaries and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto

will be consummated.

In connection with the Business Combination, we will change our name to “Merlin, Inc.”

Sponsor Support Agreement

Concurrently with the execution of the Business

Combination Agreement, we entered into the Sponsor Support Agreement with 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 Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business

Combination Agreement and the Proposed Business Combination;

(iii) vote against any change in the business, management, or board of directors

of the Company (other than in connection with the Transaction Proposals or pursuant to the 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 Business Combination Agreement or the Proposed 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 Business Combination

Agreement, (C) result in any of the closing conditions of the 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.

Certain of our current and former officers and directors previously entered into a letter agreement with us connection

with our IPO, pursuant to which they agreed to vote any Inflection Point ordinary shares held by them in favor of the Proposed Business

In addition, pursuant to the Sponsor Support Agreement,

each Restricted Holder, severally, agreed to waive, subject to the consummation of the 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 Business Combination Agreement.

Stockholder Voting and Support Agreement

Concurrently with the execution of the Business

Combination Agreement, the Merlin Stockholders and Merlin entered into the Stockholder Voting and Support Agreement, pursuant to which

Merlin Stockholders have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Business Combination

Agreement and the consummation of the Proposed Business Combination;

(b) against any Alternative Transaction or any proposal relating

to an Alternative Transaction;

Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation

or winding up of or by Merlin;

(d) against any change in the business or board of directors of Merlin (other than pursuant to the Business

Combination Agreement or the Ancillary Documents (as defined in the 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 Business Combination Agreement or the Proposed Business Combination, (B) result in a breach in any respect of any covenant, representation,

warranty or any other obligation or agreement of Merlin under the Business Combination Agreement, (C) result in any of the closing conditions

of the 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 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 and (f) to convert all

outstanding shares of preferred stock of Merlin into Merlin Common Stock as of immediately prior to the Effective Time, conditioned upon

and subject to the closing of the Proposed Business Combination, in accordance with the organizational documents of Merlin.

Pursuant to the Stockholder Voting and Support

Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Merlin, 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 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 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 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 Business Combination Agreement or the

Proposed Business Combination.

Each Merlin Stockholder has also waived and agreed not to exercise any rights of appraisal or rights to

dissent from the Proposed 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 Business Combination Agreement, on August 13, 2025, the Company, Merlin and the Closing PIPE Investor entered into the Initial

Series A SPA.

Pursuant to the Series A SPA, the Closing PIPE Investor 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 and a New Merlin

Series A Warrant, for an aggregate purchase price of $50 million.

Each share of Series A Preferred Stock will have a stated value

On November 17, 2025, we and Merlin entered into Amendment No.

1 to the Initial Series A SPA, pursuant to which the Closing

PIPE Investor agreed to increase its investment to $100 million, for which it will receive 9,803,922 shares of Series A Preferred

Stock (at a price of $10.20 per share) and a New Merlin Series A Warrant to purchase a number of shares of New Merlin Common Stock equal

to the number of shares of New Merlin Common Stock into which such shares of Series A Preferred Stock are initially convertible.

Additionally, on November 17, 2025, we and

Merlin also entered into Additional Series A SPAs with the Additional Closing PIPE Investors, pursuant to which, among other things, the

Additional Closing PIPE Investors agreed to purchase, and we agreed to sell, an aggregate of 1,666,668 shares of Series A Preferred

Stock (at a price of $12.00 per share) and Upsized New Merlin Series A Warrants, in a private placement, on substantially the same terms

as the Closing PIPE Subscription Agreement, for an aggregate purchase price of $20 million.

Director Independence

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of directors be independent within one year of our IPO.

An “independent director” is defined generally as a person who, in

the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner,

shareholder or officer of an organization that has a relationship with the company).

We have three “independent directors”

as defined in Nasdaq rules and applicable SEC rules.

An “independent director” is defined generally as a person who,

in the opinion of our board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder

or officer of an organization that has a relationship with the company).

We have three “independent directors” as defined

in Nasdaq rules and applicable SEC rules.

Our board of directors determined that Messrs.

Samuels, Theysset, Cetin and Weinstein

as well as Ms.

Savitt are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules.

Our independent

directors will have regularly scheduled meetings at which only independent directors are present.

Principal Accountant Fees and Services.

The following is a summary

of fees paid or to be paid to Withum for services rendered.

Audit fees consist of fees

for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum

in connection with regulatory filings.

During the period from June 24, 2024 (inception) through December 31, 2024, fees for our independent

registered public accounting firm were approximately $98,540 for the services Withum performed in connection with our Initial Public Offering

and the audit of our December 31, 2024 financial statements included in this Annual Report on Form 10-K.

Samuels and Theysset, as well as Ms.

“independent directors” as defined in Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly

scheduled meetings at which only independent directors are present.

Principal Accountant Fees

and Services.

The firm of WithumSmith+Brown, PC, or Withum,

acts as our independent registered public accounting firm.

The following is a summary of fees paid to Withum for services rendered.

During the year ended December 31, 2025 and for the period from June

24, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $182,320

and $98,540, respectively, for the services Withum performed in connection with our Initial Public Offering and the audit of our December

31, 2025 financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees.

Audit-related fees consist

of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements

and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation

and consultations concerning financial accounting and reporting standards.

During the period from June 24, 2024(inception) through December

31, 2024, our independent registered public accounting firm did not render assurance and related services related to the performance of

the audit or review of financial statements.

consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

During the period from June

24, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $2,080 for

tax compliance, tax advice and tax planning.

During the year ended

December 31, 2025 and for the period from June 24, 2024 (inception) through December 31, 2024, our independent registered public accounting

firm did not render assurance and related services related to the performance of the audit or review of financial statements.

During the year ended December 31, 2025 and for the period from June

24, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $4,160 and

$2,080 for tax compliance, tax advice and tax planning, respectively.

All Other Fees .

All other fees consist of

fees billed for all other services.

During the period from June 24, 2024(inception) through December 31, 2024, there were no fees billed

for products and services provided by our independent registered public accounting firm other than those set forth above.

During the year ended December

31, 2025 and for the period from June 24, 2024 (inception) through December 31, 2024, there were no fees billed for products and services

provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our Audit Committee was formed

upon the consummation of our Initial Public Offering.

As a result, the Audit Committee did not pre-approve all of the foregoing services,

although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors.

Since the formation

of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted

non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions

for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

Exhibit and Financial Statement Schedules.

(a) The following documents are filed as part of this Report:

Our Audit Committee was formed upon the consummation

of our Initial Public Offering.

As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services

rendered prior to the formation of our Audit Committee were approved by our Board of Directors.

Since the formation of our Audit Committee,

and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be

performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described

in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

Exhibits, Financial Statements,

and Schedules

(a) The following documents are filed as part of this Form 10-K:

(1) Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID 100)

Balance Sheets as of December 31, 2024

Statements of Operations for the fiscal year ended December 31, 2024

Statements of Changes in Shareholders’ Deficit) for the fiscal year ended December 31, 2024

Statements of Cash Flows for the fiscal year ended December 31, 2024

Notes to Financial Statements

(2) Financial Statement Schedules

All financial statement schedules

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in

the financial statements and notes thereto beginning on page F-2 of this Report.

We hereby file as part of

this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference can be inspected on

the SEC website at www.sec.gov.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders’

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) Consolidated Financial Statement Schedules:

The exhibits listed in the Exhibit Index below

are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Underwriting Agreement, dated October 31, 2024, 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 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on November 5, 2024).

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 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-42392), filed with the SEC on August 8, 2025).

Business Combination Agreement, dated as of August 13, 2025, by and among the Company, IPDX Merger Sub, Inc.

and Merlin Labs, Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on August 14, 2025).

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on October 21, 2025).

Amendment to the Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on October 21, 2025).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No.

2 to the Registration Statement on Form S-1 (File No.

333-280777), filed with the SEC on October 7, 2024).

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Amendment No.

2 to the Registration Statement on Form S-1 (File No.

333-280777), filed with the SEC on October 7, 2024).

Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Amendment No.

2 to the Registration Statement on Form S-1 (File No.

333-280777), filed with the SEC on October 7, 2024).

Share Rights Agreement, dated October 31, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on November 5, 2024).

Description of Registered Securities (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K (File No.

001-42392), filed with the SEC on March 10, 2025).

Investment Management Trust Agreement, dated October 31, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on November 5, 2024).

Registration Rights Agreement, dated October 31, 2024, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on November 5, 2024).

Private Placement Units Purchase Agreement, dated October 31, 2024, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on November 5, 2024).

Letter Agreement, dated October 31, 2024, by and among the Company, its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on November 5, 2024).

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on November 5, 2024).

Consulting Agreement, dated July 28, 2025, by and between the Company and MJP Advisory Group LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on July 31, 2025).

Sponsor Support Agreement, dated August 13, 2025, by and among Bleichroeder Sponsor 1 LLC, Inflection Point Fund I, LP, the Company and Merlin Labs, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on August 14, 2025).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on August 14, 2025).

Form of Amendment No.

1 to the Securities Purchase Agreement (Closing PIPE Subscription Agreement) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on November 17, 2025).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-42392), filed with the SEC on November 17, 2025).

Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrant’s Amendment No.

2 to the Registration Statement on Form S-1 (File No.

333-280777), filed with the SEC on October 7, 2024).

Insider Trading Policies and Procedures, adopted October 16, 2024 (incorporated by reference to Exhibit 19 to the Registrant’s Annual Report on Form 10-K (File No.

001-42392), filed with the SEC on March 10, 2025).

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form S-4 (File No.

333-292719) , filed with the SEC on February 12, 2026).

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy Related to Recovery of Erroneously Awarded Compensation, adopted October 16, 2024.

(incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K (File No.

001-42392), filed with the SEC on March 10, 2025)

Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registrant’s Amendment No.

2 to the Registration Statement on Form S-1 (File No.

333-280777), filed with the SEC on October 7, 2024).

Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registrant’s Amendment No.

2 to the Registration Statement on Form S-1 (File No.

333-280777), filed with the SEC on October 7, 2024).

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (Embedded as Inline XBRL document 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.

Form 10-K Summary

Omitted at our Company’s

BLEICHROEDER ACQUISITION CORP.

Pursuant to the requirements of the Section 13 or 15 or 15(d) 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 on the 12 th day of March, 2026.

INFLECTION POINT ACQUISITION CORP.

/s/ Michael Blitzer

Michael Blitzer

President and Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and

on the dates indicated.

/s/ Andrew Gundlach

Andrew Gundlach

/s/ Michael Blitzer

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Robert Folino

Chief Financial Officer

Robert Folino

(Principal Financial and Accounting Officer)

/s/ Antoine Theysset

Antoine Theysset

/s/ Joseph Samuels

Joseph Samuels

/s/ Kathy Savitt

INFLECTION POINT ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm PCAOB ID Number 100

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Deficit

Statement of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Consolidated Balance Sheets as of December 31, 2024 and 2025

Consolidated Statements of Operations for the Year Ended December 31, 2025 and for the Period from June 24, 2024 (Inception) Through December 31, 2024

Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from June 24, 2024 (Inception)

Through December 31, 2024

Consolidated Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from June 24, 2024 (Inception) Through December 31, 2024

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Bleichroeder Acquisition Corp.

Opinion on the Financial Statement

We have audited the accompanying balance sheet

of Bleichroeder Acquisition Corp.

I (the “Company”) as of December 31, 2024, and the related statements of operations, changes

in shareholders’ deficit, and cash flows for the period from June 24, 2024 (inception) through December 31, 2024, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows

for period from June 24, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the

United States of America.

Inflection Point Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Inflection Point Acquisition Corp.

IV (f/k/a Bleichroeder Acquisition Corp.

I) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025 and for the period from June 24, 2024 (inception) through December 31, 2024 and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from June 24, 2024 (inception) through December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by November 6, 2026, the Company will cease all operations except for the purpose of liquidation.

The Company’s liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

This financial statement is the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statement based on our audit.

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statement is free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to

perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of

internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control over financial reporting.

These Consolidated financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Inflection Point Acquisition Corp.

IV (f/k/a Bleichroeder Acquisition Corp.

I) in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Inflection Point Acquisition Corp.

IV (f/k/a Bleichroeder Acquisition Corp.

I) is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statement.

We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith +Brown, PC

WithumSmith+Brown, PC

We have served as the Company’s auditor since 2024.

New York, New York

1 unchanged sentence

PCAOB ID Number 100

BLEICHROEDER ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2024

INFLECTION POINT ACQUISITION CORP.

CONSOLIDATED BALANCE SHEETS

Current assets

Cash $ 703,596 $ 2,107,309

Prepaid expenses 6,212 23,150

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Investments held in Trust Account 262,235,740 251,756,198

$ 254,219,522

TOTAL ASSETS $ 263,149,350 $ 254,219,522

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

4 unchanged sentences

Total current liabilities 3,329,932 1,078,451

Deferred underwriting fee

Deferred underwriting fee payable 8,750,000 8,750,000

TOTAL LIABILITIES 12,079,932 9,828,451

2 unchanged sentences

500,000,000 shares authorized;

25,000,000 shares issued and outstanding, at redemption value of $ 10.07 per share

25,000,000 shares issued and outstanding, at redemption value of approximately $ 10.49 and $ 10.07 per share at December 31, 2025 and 2024, respectively 262,235,740 251,756,198

SHAREHOLDERS’ DEFICIT

Preference shares, $ 0.0001 par value;

Preferred shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued or outstanding

none issued and outstanding at December 31, 2025 and 2024 — —

Class A Ordinary Shares, $ 0.0001 par value;

500,000,000 shares authorized;

425,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption)

425,000 issued and outstanding at December 31, 2025 and 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

8,333,333 shares issued and outstanding at December 31, 2025 and 2024, respectively 833 833

Additional paid-in capital — —

Accumulated deficit ( 11,167,198 ) ( 7,366,003 )

( 7,366,003 )

TOTAL SHAREHOLDERS’ DEFICIT ( 11,166,322 ) ( 7,365,127 )

( 7,365,127 )

TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT $ 263,149,350 $ 254,219,522

$ 254,219,522

The accompanying notes are an integral part

of these financial statements.

BLEICHROEDER ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JUNE 24, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

Formation and operational costs

The accompanying notes are an integral

part of these consolidated financial statements.

INFLECTION POINT ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

General and administrative expenses $ 3,857,197 $ 251,144

Loss from operations ( 3,857,197 ) ( 251,144 )

Other income:

Compensation expense ( 670,000 ) —

Interest earned on bank account 56,002 14,609

Interest earned on investments held in Trust Account 10,479,542 1,756,198

Total other income 9,865,544 1,770,807

NET INCOME $ 6,008,347 $ 1,519,663

Weighted average shares outstanding of Class A ordinary shares 25,425,000 7,500,000

2 unchanged sentences

Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.18 $ 0.10

The accompanying notes are an integral part

of these financial statements.

BLEICHROEDER ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE PERIOD FROM JUNE 24, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

The accompanying notes are an integral

part of these consolidated financial statements.

INFLECTION POINT ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2025

FOR THE PERIOD FROM JUNE 24, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

Ordinary Shares

Shareholder ’

Shareholders’

Balance — June 24, 2024 (inception) — $ — — $ — $ — $ — $ —

2 unchanged sentences

Accretion for Class A ordinary shares to redemption amount — — — — ( 4,979,021 ) ( 8,885,666 ) ( 13,864,687 )

( 4,979,021 )

( 8,885,666 )

( 13,864,687 )

Fair value of public warrants at issuance

Fair Value of Public Rights at issuance — — — — 750,000 — 750,000

Allocated value of transaction costs to Class A shares — — — — ( 45,103 ) — ( 45,103 )

Forfeiture of Founder Shares — — ( 1,250,000 ) ( 125 ) 125 — —

( 1,250,000 )

Net income — — — — — 1,519,663 1,519,663

Balance — December 31, 2024 425,000 43 8,333,333 833 — ( 7,366,003 ) ( 7,365,127 )

$ ( 7,366,003 )

$ ( 7,365,127 )

The accompanying notes are an integral part

of these financial statements.

BLEICHROEDER ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JUNE 24, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

Accretion for Class A ordinary shares to redemption amount — — — — ( 670,000 ) ( 9,809,542 ) ( 10,479,542 )

Fair value of founder shares transferred — — — — 670,000 — 670,000

Net income — — — — — 6,008,347 6,008,347

Balance — December 31, 2025 425,000 $ 43 8,333,333 $ 833 $ — $ ( 11,167,198 ) $ ( 11,166,322 )

The accompanying notes are an integral

part of these consolidated financial statements.

INFLECTION POINT ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from Operating Activities:

Net income $ 6,008,347 $ 1,519,663

Adjustments to reconcile net income to net cash used in operating activities:

Formation cost paid by Sponsor in exchange for issuance of Class B ordinary shares

Payment of operation costs through promissory note – related party

Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares — 9,153

Payment of expenses through promissory note - related party — 111,442

Compensation expense 670,000 —

Interest earned on marketable securities held in Trust Account ( 10,479,542 ) ( 1,756,198 )

( 1,756,198 )

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Prepaid expenses 16,938 ( 21,120 )

Prepaid insurance 129,063 ( 332,865 )

Accounts payable and accrued expenses

Accrued expenses 2,326,481 3,451

Net cash used in operating activities ( 1,328,713 ) ( 466,474 )

1 unchanged sentence

Investment of cash into Trust Account — ( 250,000,000 )

( 250,000,000 )

Net cash used in investing activities — ( 250,000,000 )

( 250,000,000 )

Cash Flows from Financing Activities:

3 unchanged sentences

Payment of offering costs ( 75,000 ) ( 276,457 )

Net cash provided by financing activities

Net cash (used in) provided by financing activities ( 75,000 ) 252,573,783

Net change in cash ( 1,403,713 ) 2,107,309

5 unchanged sentences

Deferred underwriting fee payable $ — $ 8,750,000

The accompanying notes are an integral part

of these financial statements.

NOTE 1 — DESCRIPTION OF ORGANIZATION AND

BUSINESS OPERATIONS

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”).

The Company has not selected any specific Business Combination

target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any

Business Combination target with respect to an initial Business Combination with the Company.

As of December 31, 2024, the Company had not commenced

any operations.

All activity for the period from June 24, 2024 (inception) through December 31, 2024 relates to the Company’s

formation and the initial public offering (the “Initial Public Offering”), which is described below.

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.

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” and, with respect to the Class A ordinary shares included in the Units being offered, the

“Public Shares”) 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 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.

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.

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 will be held in cash, including

in demand deposit accounts at a bank, or invested only in U.S.

government treasury obligations with a maturity of 185 days or

less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only

in direct U.S.

The accompanying notes are an integral

part of these consolidated financial statements.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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”).

As of December 31, 2025, the Company had not commenced any operations.

All activity for the period from June 24, 2024 (inception) through December 31, 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 Initial Public Offering

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 the holders of the Public Shares, the “public shareholders”) 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.

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.

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.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

In connection with the Trust Account, 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 of 1940, as amended (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, (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.

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;

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

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.

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 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.

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.

Simultaneously with the consummation of the IPO, 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.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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.

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.

There is no assurance that the Company will be able to successfully effect a 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.

Blitzer was also appointed to the Board.

In connection with their appointments, each of 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.

Folino and Mr.

Shannon also entered into a standard indemnity agreement with the Company.

Blitzer and Mr.

Shannon are affiliates of Inflection Point Fund I LP, which is a member of the Company’s Sponsor.

Proposed Business Combination

On October 13, 2025, the Company entered into the Business Combination Agreement, by and among the Company, Merger Sub, and Merlin, pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub will merge with and into Merlin, with Merlin continuing as the surviving company (the “Proposed Business Combination”).

The combined company’s business will continue to operate through Merlin and its subsidiaries.

In connection with the closing of the Proposed Business Combination (the “Closing”), the Company will change its name to Merlin, Inc.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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.

In connection with the completion of the Proposed Business Combination, the Company will provide the Public Shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the 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 Business Combination Agreement, including approval of our shareholders, which was received in connection with the EGM held on March 12, 2026, (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, the Sponsor, and 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 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 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 Business Combination Agreement, immediately prior to the effective time of the Merger (the “Effective Time”):

(1) each convertible security of Merlin (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 (“Merlin Common Stock”), in accordance with the terms thereof;

(2) each warrant of Merlin exercisable for the preferred stock of Merlin 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 (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 Common Stock into which such shares of preferred stock of Merlin, as applicable, are convertible in connection with the Merger pursuant to the organizational documents of Merlin;

(4) each warrant of Merlin (other than the Pre-Funded Warrants (as defined below)) exercisable for Merlin 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 Business Combination Agreement, on July 2, 2025, and on August 13, 2025, Merlin entered into certain convertible note purchase agreements (the “Pre-Funded NPAs”) and securities purchase agreement (the “Signing Pre-Funded SPA” and together with the Pre-Funded NPAs, the “Signing Pre-Funded PIPE Agreements”), respectively, with certain accredited investors named therein (collectively, the “Pre-Funded Investors”).

Pursuant to the Signing Pre-Funded PIPE Agreements, the Pre-Funded Investors agreed, among other things, to purchase, and Merlin issued and sold, an aggregate of approximately $ 78 million of convertible promissory notes (the “Pre-Funded Convertible Notes”) and warrants to purchase a number of shares of Merlin Common Stock at a purchase price of $ 12.00 per share (the “Pre-Funded Warrants”), substantially concurrently with the execution and delivery of the Business Combination Agreement.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

On November 17, 2025, Merlin and one of the Pre-Funded Investors entered into an additional securities purchase agreement (“Post-Signing Pre-Funded SPA,” collectively with the Signing Pre-Funded SPAs, the “Pre-Funded SPAs”), pursuant to which such Pre-Funded Investor purchased for approximately $ 9.3 million an additional Pre-Funded Convertible Note with a principal amount of approximately $ 10.9 million and a Pre-Funded Warrant, on the same terms and conditions as the Signing Pre-Funded SPA (such investments contemplated by the Signing Pre-Funded PIPE Agreements and the Post-Signing Pre-Funded SPA, the “Pre-Funded Note Investment”).

Pursuant to the Business Combination Agreement, the aggregate consideration (the “Aggregate Consideration”) to be paid to the holders of securities of Merlin (the “Merlin Equity Holders”) (other than the holders of the Pre-Funded Convertible Notes and the Pre-Funded Warrants in respect of those securities) in, or in connection with, the Merger shall be the number of shares of New Merlin Common Stock equal to the quotient of:

(a) $ 800,000,000 , divided by (b) the price at which each Public Share may be redeemed in connection with the EGM.

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’s 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-Funded NPAs), 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-Funded SPAs).

The consideration to be paid in, or in connection with, the Merger to each holder of a Pre-Funded Warrant (the “Pre-Funded Warrant Consideration”) shall be one or more warrants to purchase a number of shares of New Merlin Common Stock (“New Merlin Series A Warrants”) equal to the quotient of (i) the aggregate exercise price of such Pre-Funded 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 Business Combination Agreement, at the Effective Time:

(1) each share of Merlin Common Stock that is owned by the Company, Merger Sub, or Merlin 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 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 Common Stock equal to the Aggregate Consideration divided by the fully diluted capital of Merlin, which is the sum (without duplication) of the aggregate number of shares of Merlin 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, as applicable, and excluding securities underlying the Pre-Funded Convertible Notes or Pre-Funded Warrant), (ii) issuable upon full exercise of all issued and outstanding options of Merlin, and (iii) issuable upon full settlement of all issued and outstanding Merlin RSU (as defined below) (such conversion ratio, the “Exchange Ratio”);

(3) each option to purchase equity securities of Merlin (“Merlin Option”) will automatically cease to represent an option to purchase Merlin 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 Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Merlin Common Stock subject to such Merlin Option and (B) the Exchange Ratio, at an exercise price per share of Merlin Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Merlin Common Stock of such Merlin Option by (y) the Exchange Ratio;

(4) each restricted stock unit in respect of equity securities of Merlin, granted pursuant to the 2018 Equity Incentive Plan of Merlin after the date of the Business Combination Agreement and prior to the Effective Time (“Merlin RSU”), will cease to represent a right to acquire shares of Merlin 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 Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Merlin Common Stock subject to such Merlin 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;

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

(6) each Pre-Funded 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 Warrant Consideration;

(7) (x) each then issued and outstanding Post-Domestication Right shall convert automatically into one-tenth of one share of New Merlin Common Stock, pursuant to that certain Rights Agreement, dated as of October 31, 2024, by and between the Company and the right agent with any fractional shares of New Merlin 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 Common Stock, with any fractional shares of New Merlin 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 to consummate the Proposed 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 Business Combination Agreement and Proposed 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 upon Domestication, including any separate or unbundled advisory proposals as are required to implement the foregoing, (D) the issuance of shares of New Merlin Common Stock, Series A Preferred Stock and New Merlin Series A Warrants, as required by Nasdaq Listing Rule 5635, (E) the equity incentive plan and employee stock purchase plan of New Merlin as described in the Business Combination Agreement, (F) the appointment of director nominees in accordance with the terms in the Business Combination Agreement, (G) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to this proxy statement/prospectus, and (H) any other proposals as reasonably agreed to by the parties to the Business Combination Agreement to be necessary or appropriate in connection with the Business Combination (such proposals in (A) through (H), together, the “Transaction Proposals”), (ii) the approval of the Business Combination Agreement and the Proposed Business Combination (including the Merger) by the affirmative vote or written consent of the stockholders of Merlin, pursuant to the terms and in accordance with satisfaction of the conditions of the organizational documents of Merlin and applicable law, (iii) no adverse law or order, (iv) the Registration Statement of which this proxy statement/prospectus forms a part becoming effective, (v) approval of the listing of the New Merlin Common Stock on Nasdaq (as defined below), 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 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 (the “HSR Act”) with respect to the Proposed Business Combination, which expired on October 30, 2025 (viii) the completion of the Domestication, and (ix) duly executed pay-off letters certifying certain indebtedness of Merlin and its subsidiaries, as specified in the Business Combination Agreement, shall have been paid off, to the extent it is paid off pursuant to the Business Combination Agreement.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Company entered into the Sponsor Support with Merlin, 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 Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination Agreement and the Proposed Business Combination;

(iii) vote against any change in the business, management, or board of directors of the Company (other than in connection with the Transaction Proposals or pursuant to the 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 Business Combination Agreement or the Proposed 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 Business Combination Agreement, (C) result in any of the closing conditions of the 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 Proposed 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 Business Combination Agreement.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Stockholder Voting and Support Agreement

Concurrently with the execution of the Business Combination Agreement, the holders of equity securities of Merlin (the “Merlin Stockholders”) and Merlin entered into the Voting and Support Agreement (the “Stockholder Voting and Support Agreement”), pursuant to which Merlin Stockholders have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Business Combination Agreement and the consummation of the Proposed 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 Business Combination Agreement and the Proposed Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Merlin;

(d) against any change in the business or board of directors of Merlin (other than pursuant to the Business Combination Agreement or the Ancillary Documents (as defined in the 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 Business Combination Agreement or the Proposed Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Merlin under the Business Combination Agreement, (C) result in any of the closing conditions of the 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 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 and (F) to convert all outstanding shares of preferred stock of Merlin into Merlin Common Stock as of immediately prior to the Effective Time, conditioned upon and subject to the closing of the Proposed Business Combination, in accordance with the organizational documents of Merlin.

Pursuant to the Stockholder Voting and Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Merlin, no Merlin 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 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 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 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 Business Combination Agreement or the Proposed Business Combination.

Each Merlin Stockholder has also waived and agreed not to exercise any rights of appraisal or rights to dissent from the Proposed 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 Business Combination Agreement, on August 13, 2025, the Company, Merlin and the accredited investor named therein (the “Closing PIPE Investor”) entered into a Securities Purchase Agreement (the “Initial Series A SPA”).

Pursuant to the Series A SPA, the Closing PIPE Investor 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 Series A Warrant, for an aggregate purchase price of $ 50 million.

Each share of Series A Preferred Stock will have a stated value of $ 12.00 (the “Stated Value”).

On November 17, 2025, we and Merlin entered into an amendment to the Initial Series A SPA with the Closing PIPE Investor (“Amendment No.

1 to the Initial Series A SPA”), pursuant to which the Closing PIPE Investor agreed to increase its investment to $ 100 million, for which it will receive 9,803,922 shares of Series A Preferred Stock (at a price of $ 10.20 per share) and a New Merlin Series A Warrant to purchase a number of shares of New Merlin Common Stock equal to the number of shares of New Merlin Common Stock into which such shares of Series A Preferred Stock are initially convertible (the “Initial Closing PIPE Investment”).

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Additionally, on November 17, 2025, we and Merlin also entered into Securities Purchase Agreements (the “Additional Series A SPAs,” collectively with the Initial Series A SPA, the “Series A SPAs”), with certain accredited investors as signatories thereto (the “Additional Closing PIPE Investors”), pursuant to which, among other things, the Additional Closing PIPE Investors agreed to purchase, and we agreed to sell, an aggregate of 1,666,668 shares of Series A Preferred Stock (at a price of $ 12.00 per share) and warrants to purchase a number of shares of New Merlin Common Stock that is equal to 75% of the number of shares into which such shares of New Merlin Preferred Stock are initially convertible (each, an “Upsized New Merlin Series A Warrant”), in a private placement, on substantially the same terms as the Closing PIPE Subscription Agreement, for an aggregate purchase price of $ 20 million (the “Additional Closing PIPE Investment,” together with the Initial Closing PIPE Investment, the “Closing PIPE Investment”).

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements

are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States

of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange

Commission (the “SEC”).

Liquidity and Capital Resources

As of December 31, 2024, the Company had $ 2,107,309

cash and a working capital of $ 1,233,571 .

In connection with the Company’s assessment of going concern considerations in accordance

with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” and through the consummation of the Initial

Public Offering, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date

of issuance of these financial statements.

The Company cannot be assured that its plans to consummate an Initial Business Combination

will be successful.

The Company does not believe it will need to raise

additional funds in order to meet the expenditures required for operating its business.

However, if the estimate of the costs of identifying

a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary

to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

The accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Liquidity, Capital Resources and Going Concern

As of December 31, 2025 and 2024, the Company had $ 703,596 and $ 2,107,309 cash and a working capital deficit of $ 2,416,322 and working capital of $ 1,233,571 , respectively.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements--Going Concern,” as of December 31, 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 4, 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 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.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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 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 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 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.

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 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 financial statements in conformity

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 financial statements and the reported amounts of expenses during the reporting

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 financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

The preparation of 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 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 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.

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 $ 2,107,309 in cash and no cash

equivalents as of December 31, 2024.

Cash Held in Trust Account

As of December 31, 2024, the assets held in the

Trust Account, amounting to $ 251,756,198 , were held in mutual funds composed of U.S.

treasury securities.

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 $ 703,596 and $ 2,107,309 in cash as of December 31, 2025 and 2024, respectively.

The Company had no cash equivalents as of December 31, 2025 and 2024.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Investments Held in Trust Account

As of December 31, 2025 and 2024, the assets held in the Trust Account, amounting to $ 262,235,740 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.

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 (“SAB”) 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 shares

were charged to temporary equity and offering costs allocated to the Public Rights and Private Placement Rights were charged to shareholders’

deficit as the Public Rights and Private Placement Rights, after management’s evaluation, were accounted for under equity treatment.

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 balance sheet, primarily due to their short-term nature.

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

Deferred income tax assets and liabilities are computed for differences between the 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 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

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 consolidated balance sheets, primarily due to their short-term nature.

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 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 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.

recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of 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 period presented.

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.

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 valuation of the Public Rights:

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2025 and 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.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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.

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.

The Public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The Public Rights were valued using a Lattice model and the following table presents the quantitative information regarding market assumptions used in the level 3 valuation of the Public Rights:

Underlying share price $ 9.95

2 unchanged sentences

Fair value per share right $ 0.03

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 warrant prices to simulated model outputs.

Class A Redeemable Share Classification

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.

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 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 balance

As of December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are

reconciled in the following table:

(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 December 31, 2025 and 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 consolidated balance sheets.

As of December 31, 2025 and 2024, the Class A ordinary shares subject to possible redemption reflected in the consolidated balance sheets are reconciled in the following table:

Gross proceeds $ 250,000,000

$ 250,000,000

Proceeds allocated to Public Rights ( 750,000 )

Class A ordinary shares issuance costs ( 11,358,489 )

( 11,358,489 )

Remeasurement of carrying value to redemption value 13,864,687

Class A ordinary shares subject to possible redemption, December 31, 2024 251,756,198

$ 251,756,198

Remeasurement of carrying value to redemption value 10,479,542

Class A ordinary shares subject to possible redemption, December 31, 2025 $ 262,235,740

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Net Income per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income

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.

The calculation of diluted income per ordinary

share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise

of the warrants is contingent upon the occurrence of future events.

The warrants are exercisable to purchase 20,150,000 Class A ordinary

shares in the aggregate.

At 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 per ordinary

share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation

of basic and diluted net income per ordinary share (in dollars, except per share amounts):

For The Period from June 24,

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income 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.

The calculation of diluted income 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 December 31, 2025 and 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 per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

For the Year Ended

December 31, For the Period from

June 24, 2024

(Inception) Through

December 31, 2024

Basic and diluted net income per share of common stock:

Class A Class B Class A Class B

Basic and diluted net income per ordinary share

Allocation of net income $ 4,525,171 $ 1,483,176 $ 721,840 $ 797,823

Weighted-average shares outstanding

Basic and diluted net income per common stock

Basic and diluted weighted average shares outstanding 25,425,000 8,333,333 7,500,000 8,289,473

Basic and diluted net income per ordinary share $ 0.18 $ 0.18 $ 0.10 $ 0.10

Recent Accounting Pronouncements

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 financial statements.

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 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 consolidated financial statements.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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.

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 (which is not affiliated with any 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.

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.

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.

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.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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

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 sub-divisions, 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.

Promissory Note — Related

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

As of December 31, 2024, the Company had not borrowed under the Promissory Note.

On November 4, 2024, the Company repaid the

total outstanding balance of the Promissory Note amounting to $ 399,760 .

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 agreements have been analyzed under ASC 718.

For the September 22, 2025 agreements, the compensation expense will be recorded when the Merlin Labs Inc.

business combination becomes probable.

For the August 12, 2025 agreements, the expense will be recorded when any business combination is considered probable, as up until the combination the sponsor has the right to revoke the shares at their discretion.

Probability for a business combination is defined as when the business combination occurs due to its inherent uncertainty.

As of December 31, 2025, the closing of the business combination was not considered to be probable.

The founder shares were valued using a Lattice model and the following table presents the quantitative information regarding market assumptions in the valuation of the founder shares:

August 12, 2025 September 22, 2025

Underlying share price $ 10.30 $ 10.34

Implied market adjustment 30.1 % 65.8 %

Fair value per founder share $ 3.10 $ 6.80

On October 1, 2025, the sponsor transferred 100,000 Class A Units to an individual.

The transferred units represent an indirect interest in 100,000 Founder Shares.

The agreements have been analyzed under ASC 718.

The fair value of the founder shares as of October 1, 2025, was determined to be $6.70 per share, for an aggregate amount of $670,000.

The transfer was made in accordance with the terms of the Company’s operating agreement.

The Company recorded a compensation expense for the fair value of the transferred founder shares.

The founder shares were valued using a Lattice model and the following table presents the quantitative information regarding market assumptions in the valuation of the founder shares:

October 1, 2025

Underlying share price $ 10.41

Implied market adjustment 64.4 %

Fair value per founder share $ 6.70

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.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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.

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 December 31, 2024, no such Working Capital Loans were outstanding.

As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risk and Uncertainties

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the

recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization

(“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European

Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and

entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other

assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and

the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO,

the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global

security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts

are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions

could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,

the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search

for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

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.

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.

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.

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

The combined company’s business will continue to operate through Merlin and its subsidiaries.

In connection with the closing of the Proposed Business Combination (the “Closing”), the Company will change its name to Merlin, Inc.

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Merlin Labs.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The

Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

As of December 31, 2024, there were

no preference 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 December 31, 2024,

there were 25,425,000 Class A ordinary shares issued and outstanding, including 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 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 sub-divisions, 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.

Rights — Except in cases where

the Company is not the surviving company in a Business Combination, each holder of a right 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.

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 December 31, 2025 and 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 December 31, 2025 and 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 December 31, 2025 and 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.

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.

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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:

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:

Quoted prices in active markets for identical assets or liabilities.

3 unchanged sentences

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 December 31, 2024 and indicates

the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

Level December 31,

2025 December 31,

Investments held in Trust Account – U.S.

Treasury Securities 1 $ 262,235,740 $ 251,756,198

$ 251,756,198

The fair value inputs for the Public Rights and founder shares are listed within Note 2 and Note 5, respectively.

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.

management has determined that there is only one reportable segment.

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 statement of operations as net income or

The measure of segment assets is reported on the balance sheet 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:

Trust Account

$ 251,756,198

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.

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 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:

December 31, December 31,

Investments held in Trust Account $ 262,235,740 $ 251,756,198

Cash $ 703,596 $ 2,107,309

INFLECTION POINT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

General and administrative expenses $ 3,857,197 $ 251,144

Interest earned on the Trust Account

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 statement 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 statement of operations and described within their respective disclosures.

Interest earned on investments held in Trust Account $ 10,479,542 $ 1,756,198

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 consolidated 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 consolidated statements of operations and described within their respective disclosures.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, the Company

did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

EXHIBIT INDEX

Amended and Restated Memorandum and Articles of Association of the Company.

Specimen Unit Certificate.

Specimen Ordinary Share Certificate.

Specimen Rights Certificate.

Share Rights Agreement, dated October 31, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.

Description of Registered Securities.*

Investment Management Trust Agreement, dated October 31, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

Registration Rights Agreement, dated October 31, 2024, by and among the Company and certain security holders.

Private Placement Units Purchase Agreement, dated October 31, 2024, by and between the Company and the Sponsor.

Agreement, dated October 31, 2024, by and among the Company, its officers, directors and the Sponsor.

Form of Indemnity Agreement.

Code of Ethics.

Insider Trading Policies and Procedures, adopted October 16, 2024.*

Certification

of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification

of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification

of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification

of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Policy Related to Recovery of Erroneously Awarded Compensation, adopted October 16, 2024.*

Audit Committee Charter.

Compensation Committee Charter.

XBRL Instance Document.*

XBRL Taxonomy Extension Schema Document.*

XBRL Taxonomy Extension Calculation Linkbase Document.*

XBRL Taxonomy Extension Definition Linkbase Document.*

XBRL Taxonomy Extension Label Linkbase Document.*

XBRL Taxonomy Extension Presentation Linkbase Document.*

Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

* Filed herewith.

** Furnished herewith.

(1) Incorporated

by reference to Amendment No.

3 to the Company’s Registration Statement on Form S-1/A (File No.

333-280777), filed with the SEC

on October 22, 2024.

(2) Incorporated

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 5, 2024.

Pursuant to the requirements

of Section 13 or 15(d) 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.

March 10, 2025

Bleichroeder Acquisition Corp.

/s/ Andrew Gundlach

Andrew Gundlach

(Principal Executive Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in

the capacities and on the dates indicated.

/s/ Andrew Gundlach

Chief Executive Officer, President and Chairman

March 10, 2025

Andrew Gundlach

(Principal Executive Officer)

/s/ Robert Folino

Chief Financial Officer

March 10, 2025

Robert Folino

(Principal Financial and Accounting Officer)

/s/ Joseph Samuels

March 10, 2025

Joseph Samuels

/s/ Antoine Theysset

March 10, 2025

Antoine Theysset

/s/ Nazim Cetin

March 10, 2025

/s/ Pierre Weinstein

March 10, 2025

Pierre Weinstein

/s/ Kathy Savitt

March 10, 2025

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures