Inflection Point III amends Air Water deal: base consideration cut to $200M, earnout shares reduced to 20M

Inflection Point Acquisition Corp. III

Aggregate base consideration reduced from $300M to $200M.
Maximum earnout shares lowered from 30M to 20M (four tranches of 5M each).
Earnout triggers: revenue run rate $80M by Q4 2027, $160M + $70M EBITDA by Q2 2028, or stock price $20 for 30/45 days.
BCA Amendment executed June 5, 2026; allocation schedule for earnout participants updated.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Inflection Point Acquisition Corp. III amended Amendment No. 2 to Business Combination Agreement with Air Water Ventures Holdings Limited valued at Reduces aggregate base consideration from $300,000,000 to $200,000,000; reduces maximum earnout shar (effective 2026-06-05).

Action: amendment
Agreement: merger
Counterparty: Air Water Ventures Holdings Limited
Value: Reduces aggregate base consideration from $300,000,000 to $200,000,000; reduces maximum earnout shar
Effective: 2026-06-05

Exact text from the filing

On June 5, 2026, Inflection Point and the Company entered into that certain Amendment No. 2 to the Business Combination Agreement (the " BCA Amendment ").

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Source: SEC EDGAR

accession 0001213900-26-066511

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