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Inflection Point Acquisition Corp. - IPAX

  • Commons

    $9.70

    +0.00%

    IPAX Vol: 1.0K

  • Warrants

    $0.70

    -6.63%

    IPAXW Vol: 1.0

  • Units

    $10.02

    -0.20%

    IPAXU Vol: 20.0

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SPAC Stats

Market Cap: 319.8M
Average Volume: 69.1K
52W Range: $9.63 - $9.76
Weekly %: +0.31%
Monthly %: +0.00%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 73
Unit composition:
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant
Trust Size: 30000000.0M

Management

Our officers and directors are as follows: Paula Sutter Paula Sutter has been our Executive Chairwoman since February 2021. Ms. Sutter began her career over 25 years go at the Donna Karan Company serving in a variety of roles. She currently serves on the board of ThredUp Inc. (“ThredUp”), a high-growth re-commerce platform backed by Goldman Sachs and Park West. Ms. Sutter served as Global President of Diane von Furstenberg (“DvF”) from 1999 to 2013. She joined DvF with the task of relaunching and rebuilding the brand. Ms. Sutter led DvF’s transformative growth and developed a vast range of accessories and home furnishings, spearheading the company’s evolution into a true lifestyle omnichannel brand. During her tenure, she built the business from its commercial launch to an iconic international brand, expanding its global footprint of freestanding DvF stores, launching DvF.com as well as establishing a substantial presence in department stores worldwide. 3 Table of Contents From 2014 to 2017, Ms. Sutter was Operating Partner at TSG Consumer Partners and CEO of TSG Fashion (collectively, “TSG”). As group CEO, Ms. Sutter provided hands-on strategic planning as well as operational and management strategy to her portfolio, which included Revolve Group, Inc. (NYSE: RVLV) (“Revolve”), Forward by Elyse Walker, Alexis Bittar, Backcountry, and Paige Denim. During her tenure at TSG, Ms. Sutter was deeply involved in the management and sales processes for Paige Denim and Alexis Bittar. Ms. Sutter was also instrumental in driving topline growth and margin expansion at Revolve which resulted in a successful IPO of the business in 2019. Additionally, Ms. Sutter helped source and diligence new investment opportunities in the broader apparel and retail space. After leaving TSG Consumer Partners, Ms. Sutter founded Paula Sutter LLC, a brand advisory consulting firm focused on strategic planning, top line growth initiatives and product development and expansion. Beginning in 2018, she worked closely with a number of private PE- and VC-backed companies, including Alexander Wang, Mackage and MeUndies Inc. in both advisory and board of director roles, as well as advising investment firms including Lee Equity Interluxe and Permira. Ms. Sutter is a Series A investor in Allbirds, Inc. Ms. Sutter is a graduate of Villanova University, and currently resides in New York. Michael Blitzer Michael Blitzer has been our co-CEO since February 2021 and a Director since January 2021. Mr. Blitzer is the founder and co-CIO of Kingstown Capital Management, which he founded in 2006 with less than $5 million of capital and grew to a multi-billion asset manager with some of the world’s largest endowments and foundations as clients. Over 15 years, Kingstown has invested in public and private equities, SPACs, PIPEs, and derivatives. At Kingstown, Mr. Blitzer oversaw and participated in nearly all of the firm’s investment decisions including countless public and private investments in the consumer and technology industries. Mr. 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. He was also a public company director of Signature Group Holdings after its exit from bankruptcy in 2011, where he also sat on the audit committee, and was on the board of directors of the European mutual fund TREND AD. Mr. Blitzer 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. Mr. Blitzer has taught courses in Investing at Columbia Business School for five years in the 2010s. He holds an MBA from Columbia Business School and a BS from Cornell University where he received the Cornell Tradition Fellowship. Mr. Blitzer currently sits on the board of the Executive Advisory Board of the Heilbrunn Center for Graham & Dodd Investing at Columbia Business School and is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee. Guy Shanon Guy Shanon has been our co-CEO and a director since February 2021. He is co-CIO of Kingstown Capital Management, where he co-manages the firm’s portfolio and directs research efforts related to Kingstown’s special situation investment strategy. Over the last 15 years at Kingstown Mr. Shanon has invested in the debt and equity of a wide variety of public and private consumer-oriented businesses. He was the founder and CEO of Cityfeet.com, a venture-backed internet company that was sold to Loopnet.com. He also held positions in the Financial Sponsors Group at Merrill Lynch and Jones Lang LaSalle earlier in his career. He earned an MBA from Columbia Business School, a JD from George Washington University, and an undergraduate degree from the University of Michigan. Mr. Shanon is a CFA charter holder and a former adjunct professor at Columbia Business School where he taught Security Analysis. Brian Pitz Brian Pitz has been our Chief Financial Officer and a director since February 2021. Mr. Pitz is Founder & CEO of Amagansett Technology Capital Partners LLC, a deep relationship and data-driven boutique advisor focused on public and private technology companies at all stages. Mr. Pitz processes all securities transactions through Four Points Capital Partners LLC, a registered broker dealer and member of FINRA and SIPC. Previously, Mr. Pitz was Managing Director and Head of Global Internet & Interactive Entertainment Investment Banking at Deutsche Bank, 4 Table of Contents where he oversaw significant IPO, follow-on, convertible, M&A, and advisory deal volume. Before Deutsche Bank, Mr. Pitz spent nearly 20 years as a top Institutional Investor ranked senior equity research analyst covering the Internet, Interactive Entertainment, and related software companies at Jefferies & Co., UBS Investment Bank, Banc of America Securities LLC, and nearly a decade at Morgan Stanley as part of their top-ranked tech franchise. Mr. Pitz commenced his professional career as a consultant in the Business Consulting practice of Arthur Andersen LLP in New York. Board of Directors Our leadership team members’ skills are complemented by our other directors, who bring significant operating experience and relationships throughout the consumer and technology industries industry. Nicholas Shekerdemian Nicholas Shekerdemian has been a director since February 2021. Mr. Shekerdemian is the Founding Partner of The Venture Collective, a venture capital firm focused on the intersection between transformational technology and deep positive impact. The Venture Collective is backed by a series of exited founders, hedge fund managers and Fortune 500 executives and has invested in the likes of Axiom Space, Infogrid, VitroLabs, and HelixNano. Mr. Shekerdemian was previously Founder and CEO (now Chairman) of a venture backed business called Headstart. At Headstart, he received backing from investors including Peter Thiel, Y Combinator, FoundersX Ventures, Hack VC, Plug and Play, and the founders of Zynga and Unity. Mr. Shekerdemian is an advisor to the United Nations on education through the United National Technology Innovation Lab (UNTIL). Personally, Mr. Shekerdemian is an active angel investor with 30+ personal investments spanning consumer, enterprise software and biotech. Business Strategy Our business strategy is to identify and complete our initial business combination with a company that complements the experiences and skills of our leadership team and can benefit from their operational expertise. Our selection process will leverage our leadership team’s broad and deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our leadership team’s extensive experience and demonstrated success both investing in and operating businesses in our target sectors and across a variety of industries. Over the course of our leadership’s careers, they have developed experience in: • Operating world-class global consumer brands in highly competitive consumer categories; • Scaling established brands across their next stage of growth and further creating new brand categories and independent sub-brands to expand addressable markets and deepen customer relationships; • Working with emerging consumer brands on strategy and operational execution to create category-killer products and drive recurring relationships with customers across a variety of categories; • Updating and enabling technology proficiencies across a variety of legacy consumer companies and incubating technology-first growth updates inside otherwise analogue operations; • Investing in and actively driving the growth of venture-stage and early-stage companies across consumer and technology industries; • Advising on billions of dollars of mergers, acquisitions and securities offerings in the technology sector over the last 25 years; and • Sourcing, researching and investing in countless special situation and corporate transformation opportunities with a multi-year hold period enabled by deep sector knowledge and close management relationships. Our leadership team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. We believe that our leadership team is well positioned to identify attractive business combination 5 Table of Contents opportunities with a compelling industry backdrop and an opportunity for transformational growth. Our objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company. We expect to favor opportunities with certain industry and business characteristics. Key industry characteristics include stable long-term growth trends and industry fundamentals, attractive competitive dynamics, opportunities to benefit from secular changes in consumer behavior (including shifting consumer demographics, changing consumer shopping behaviors and evolving consumer preferences), limited “fad” or technological disruption risks and potential consolidation opportunities. Key business characteristics include high year over year expansion, attractive market positions and competitive advantages, strong operating margins and free cash flow characteristics, opportunities for operational improvement and scalable business models. In addition, we believe our ability to complete our initial business combination will be significantly enhanced by our forward purchase agreement with Kingstown, pursuant to which Kingstown will commit that they will purchase from us up to 5,000,000 forward purchase units, consisting of one share of Class A common stock, or a forward purchase share, and one-third of one warrant to purchase one share of Class A common stock, or a forward purchase warrant, for $10.00 per unit, or an aggregate amount of up to $50,000,000, in a private placement that will close concurrently with the closing of our initial business combination. The proceeds from the sale of these forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, Kingstown may purchase less than 5,000,000 forward purchase units. In addition, Kingstown’s commitment under the forward purchase agreement will be subject to approval, prior to our entering into a definitive agreement for our initial business combination, of its investment committee. Pursuant to the terms of the forward purchase agreement, Kingstown will have the option to assign its commitment to one of its affiliates and up to $5,000,000 to members of our management team or board of directors. The forward purchase shares will be identical to the shares of Class A common stock included in the units being sold in this offering, except that they will be subject to transfer restrictions and registration rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by Kingstown or its permitted assignees and transferees. Business Combination Criteria The consumer products and technology landscape is evolving at an extremely rapid pace. Young, authentic and mission-driven brands are continually taking market share from more traditional incumbents in areas as diverse as cosmetics, packaged foods and apparel. Digitally native companies are maximizing engagement by meeting consumers in the forums where they spend the majority of their time: on their mobiles phones, across their web browsing habits and deeply embedded within social media. Finally, continuing innovations in e-commerce business models have created a robust proliferation of marketplace companies that grant consumers unfettered access to a wide range of brands and product SKUs previously unimaginable within a bricks and mortar retail environment. While traditional brand and channel loyalties are waning, consumers continue to voraciously demand innovation across all spend categories. We believe that numerous consumer product and consumer technology companies currently exist that can capitalize on these trends and that many of these companies will benefit from the efficiencies of a business combination as opposed to a more traditional initial public offering. While the overall consumer environment is favorable to these companies, building a consumer brand or technology platform is an expensive process with significant fixed costs and ongoing expenses to establish a brand proposition and technology infrastructure. Otherwise promising companies therefore operate at a loss for an extended period, spending dollars today to acquire repeat customers whose value may not become readily apparent for many years. Eventually, these young companies reach a point where product margins from the acquired mass of pleased, repeat customers will offset the significant costs of scaling and operating a growing consumer brand or technology platform. We consider this moment to be an “inflection point” for young businesses, the point at which any incremental customer profits accrue to the business, not to its cost centers. 6 Table of Contents The unexpected onset of the COVID-19 pandemic forced a widescale restructuring of customer behavior alongside government mandates and personal risk tolerances. Consumers have formed new habits over the ensuing period of uncertainty, including a significant shift toward digitally enabled brands and marketplaces. In an extremely abbreviated period at the beginning of the pandemic, e-commerce approximately doubled in share of consumer wallets, ramping from 10% of spend to 20%. While the accelerating rollout of effective vaccines will enable society to slowly return to normality, many digital consumer habits formed during the pandemic period will be durable simply because they provide a superior experience or products compared to their analogue competitors. While established digital players have been the most readily apparent beneficiary of this spend shift, we believe that similar dynamics have driven an entire cohort of young consumer and technology companies toward or past their inflection points, both knowingly and unknowingly. Additionally, given the extremely rapid pull-forward of e-commerce penetration, we believe that many young companies have seen their TAMs expand materially, but require additional capital to begin executing against this expanded opportunity. We seek to invest in a company that has reached or is near this critical milestone and is looking to fund their next stage of post-inflection growth. We believe that the combined expertise of our management team and board of directors is uniquely suited to advise companies at this definitive stage and drive additional growth while improving operations. We intend to seek to acquire companies that we believe: • operate in consumer products and technology landscape; • exhibit brand success and deep customer relevance and retention; • carry potential to expand products and services to new channels and geographies; • reveal mismatch between current performance and perceived value by the marketplace; • can benefit from and are willing to embrace our leadership team’s industry knowledge, collection of operational understanding and strategies, and past experience in growing and scaling businesses; • are at an inflection point where we believe we can drive improved financial performance; • are valued attractively relative to their existing financial metrics and potential for operational improvement; and • offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Acquisition Process In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination. 7 Table of Contents Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q QUARTERLY REPORT 2021-11-15 https://www.sec.gov/Archives/edgar/data/1844452/000121390021059421/f10q0921_inflectionpoint.htm
8-K CURRENT REPORT 2021-11-09 https://www.sec.gov/Archives/edgar/data/1844452/000121390021057781/ea150268-8k_inflection.htm
8-K CURRENT REPORT 2021-11-04 https://www.sec.gov/Archives/edgar/data/1844452/000121390021056778/ea149971-8k_inflection.htm
4 2021-11-02 https://www.sec.gov/Archives/edgar/data/1844452/000121390021056242/xslF345X03/ownership.xml
SC 13D/A AMENDMENT NO. 1 TO SCHEDULE 13D 2021-11-02 https://www.sec.gov/Archives/edgar/data/1844452/000121390021056158/ea149841-sc13da1king_inflect.htm
SC 13G/A 2021-10-05 https://www.sec.gov/Archives/edgar/data/1844452/000160825821000030/ipaxu13ga.txt
3 2021-10-04 https://www.sec.gov/Archives/edgar/data/1844452/000101376221000173/xslF345X02/ownership.xml
SC 13D SCHEDULE 13D 2021-10-04 https://www.sec.gov/Archives/edgar/data/1844452/000101376221000103/ea148332-sc13d_inflection.htm
SC 13G INFLECTION POINT ACQUISITION CORP. 2021-10-04 https://www.sec.gov/Archives/edgar/data/1844452/000110465921122497/tm2129162d2_sc13g.htm
SC 13G SCHEDULE 13G 2021-10-01 https://www.sec.gov/Archives/edgar/data/1844452/000110465921121894/tm2128575d1_sc13g.htm
SC 13G 2021-10-01 https://www.sec.gov/Archives/edgar/data/1844452/000101143821000227/form_sc13g-inflection.htm
8-K CURRENT REPORT 2021-10-01 https://www.sec.gov/Archives/edgar/data/1844452/000121390021050873/ea148172-8k_inflection.htm
SC 13G 2021-09-30 https://www.sec.gov/Archives/edgar/data/1844452/000160825821000027/ipaxu13g.txt
4 2021-09-28 https://www.sec.gov/Archives/edgar/data/1844452/000121390021050393/xslF345X03/ownership.xml
8-K CURRENT REPORT 2021-09-24 https://www.sec.gov/Archives/edgar/data/1844452/000121390021049811/ea147903-8k_inflection.htm
424B4 PROSPECTUS 2021-09-23 https://www.sec.gov/Archives/edgar/data/1844452/000121390021049554/f424b40921_inflectionpoint.htm
CERT 2021-09-22 https://www.sec.gov/Archives/edgar/data/1844452/000135445721001066/8A_Cert_IPAX.pdf
EFFECT 2021-09-21 https://www.sec.gov/Archives/edgar/data/1844452/999999999521003599/xslEFFECTX01/primary_doc.xml
3 2021-09-21 https://www.sec.gov/Archives/edgar/data/1844452/000121390021049202/xslF345X02/ownership.xml
3 2021-09-21 https://www.sec.gov/Archives/edgar/data/1844452/000121390021049200/xslF345X02/ownership.xml
3 2021-09-21 https://www.sec.gov/Archives/edgar/data/1844452/000121390021049197/xslF345X02/ownership.xml
3 2021-09-21 https://www.sec.gov/Archives/edgar/data/1844452/000121390021049193/xslF345X02/ownership.xml
8-A12B FOR REGISTRATION OF CERTAIN CLASSES 2021-09-20 https://www.sec.gov/Archives/edgar/data/1844452/000121390021048859/ea147653-8a12b_inflection.htm
CORRESP 2021-09-17 https://www.sec.gov/Archives/edgar/data/1844452/000121390021048607/filename1.htm
CORRESP 2021-09-17 https://www.sec.gov/Archives/edgar/data/1844452/000121390021048597/filename1.htm
S-1/A REGISTRATION STATEMENT 2021-08-20 https://www.sec.gov/Archives/edgar/data/1844452/000121390021044101/fs12021a5_inflectionpointacq.htm
S-1/A REGISTRATION STATEMENT 2021-05-07 https://www.sec.gov/Archives/edgar/data/1844452/000121390021024968/fs12021a4_inflectionpoint.htm
CORRESP 2021-03-30 https://www.sec.gov/Archives/edgar/data/1844452/000121390021018752/filename1.htm
S-1/A REGISTRATION STATEMENT 2021-03-30 https://www.sec.gov/Archives/edgar/data/1844452/000121390021018750/fs12021a3_inflectionpoint.htm
UPLOAD 2021-03-29 https://www.sec.gov/Archives/edgar/data/1844452/000000000021003774/filename1.pdf
S-1/A AMENDMENT TO FORM S-1 2021-03-26 https://www.sec.gov/Archives/edgar/data/1844452/000121390021017846/fs12021a2_inflectionpoint.htm
CORRESP 2021-03-19 https://www.sec.gov/Archives/edgar/data/1844452/000121390021016716/filename1.htm
S-1/A REGISTRATION STATEMENT 2021-03-19 https://www.sec.gov/Archives/edgar/data/1844452/000121390021016709/fs12021a1_inflection.htm
UPLOAD 2021-03-16 https://www.sec.gov/Archives/edgar/data/1844452/000000000021003152/filename1.pdf
S-1 2021-03-05 https://www.sec.gov/Archives/edgar/data/1844452/000121390021013804/fs12021_inflectionpoint.htm
DRS 2021-02-17 https://www.sec.gov/Archives/edgar/data/1844452/000121390021009823/filename1.htm