v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5 — Related Party Transactions

 

Founder Shares (Class B Shares)

 

On October 6, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, to cover certain of the Company’s expenses, for which the Company issued 8,433,333 founders shares to the Sponsor. Up to 1,100,000 of the founder shares were subject to forfeiture for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On March 30, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result, the 1,100,000 founder shares are no longer subject to forfeiture.

 

On February 13, 2026, the Sponsor granted membership interests equivalent to an aggregate of 925,000 founder shares to the directors and officers of the Company for an aggregate consideration of $2,742.07, or approximately $0.003 per share. The transfer of the founder shares to the holders of such interests is in the scope of FASB ASC 718. Under FASB ASC 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 925,000 founder shares on February 13, 2026 was $1,338,475 or $1.48 per share. The membership interests in founder shares have no further service restrictions, thus, the total fair value of $1,338,475 was recorded as compensation expense on February 13, 2026. The Company established the initial fair value of the founder shares on February 13, 2026, the date of the grant agreement, using a calculation prepared by a third party valuation team which takes into consideration the (i) expected share price at the initial Business Combination of $9.87, (ii) likelihood of Business Combination of 16.0%, (iii) risk-free rate of 3.42%, (iv) volatility of 9.6%, (v) discount for lack of marketability of 3.6%, and (vi) restricted term (years) of 2.63.

 

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) 180 days 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 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.

 

Consulting Agreement and Unit Purchase Agreement

 

On April 30, 2026, the Company permitted an individual (“Buyer”) to acquire an economic interest in 150,000 founder shares through the purchase of 150,000 Class Y Units (“Unit Purchase Agreement”) of the Company's sponsor, Inflection Point Holdings VI LLC, from an existing sponsor member (“Seller”). In connection with the Unit Purchase Agreement the Company entered into a consulting agreement with the buyer, pursuant to which the buyer agreed to provide consulting and advisory services in connection with the evaluation, structuring, negotiation and consummation of a potential initial business combination.

 

The purchase was effected pursuant to a unit purchase agreement among the Seller, Buyer, the sponsor and its manager. The purchase price was $231,000, which was based on an independent third-party valuation of the underlying founder share interests. The transaction was a private transfer between the Buyer and the Seller, and the Company did not receive any proceeds from the sale and has no obligation to make any payments to the Buyer under the arrangement. Because the Buyer acquired the Class Y Units from the Seller at a purchase price supported by an independent third-party valuation and not from the Company or Sponsor for nominal consideration, the Company concluded that no incremental value was conveyed by the Company in exchange for services and therefore no stock-based compensation expense was required to be recognized.

  

Promissory Note — Related Party

 

The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2026 or the closing of the Initial Public Offering. The Company had $0 and $112,418 of borrowings under the promissory note as of June 30, 2026 and December 31, 2025, respectively. On April 1, 2026, the Company fully repaid the balance of the promissory note. Borrowing against the note is no longer available.

 

Advances from Related Party

 

On March 31, 2026, the Company received advances from the Sponsor amounting to $10,164. Subsequently, the Company returned the advance to the Sponsor on April 2, 2026. As of June 30, 2026 and December 31, 2025, advances from the Sponsor amounted to $0.

 

Services and Indemnification Agreement

 

Commencing on March 26, 2026, the Company entered into an agreement pursuant to which it will pay an aggregate of $29,167 per month to Inflection Point Asset Management LLC (“IPAM” or “Inflection Point Asset Management”), an affiliate of the Sponsor and executive officers, for office space and administrative services provided to members of the management team. Any such payments prior to the initial Business Combination will be made from (i) funds held outside the Trust Account or (ii) funds released to the Company as Permitted Withdrawals. In addition, the Company agrees, pursuant to the services and indemnification agreement with the Sponsor and IPAM relating to the monthly payment for office space and administrative services provided to members of the management team described above, that the Company will indemnify the Sponsor and IPAM from any claims arising out of or relating to this offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor and/or IPAM alleging any expressed or implied management or endorsement by the Sponsor and/or IPAM of any of the Company’s activities or any express or implied association between the Sponsor and/or IPAM, on the one hand, and the Company or any of its other affiliates, on the other hand, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. For the three and six months ended June 30, 2026, the Company incurred $104,704 and $110,349 in administrative services fees, respectively. As of June 30, 2026 and December 31, 2025, there were no outstanding balances related to administrative service fees.

 

Additionally, on May 29, 2026, the Company entered into an agreement pursuant to which it will pay an aggregate of $12,500 per month to IPAM, commencing on May 18, 2026, for the services related to chief of staff of the Company.

 

Related Party 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. 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 amounts held outside the Trust Account and funds received from Permitted Withdrawals to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

 

Series A Preferred Stock Investment

 

In connection with the Quantum Space Business Combination, on the Signing Date, PubCo, Quantum Space and certain accredited investors named therein (the “Series A Preferred Stock Investors”) entered into Securities Purchase Agreements (the “Series A SPAs”). Pursuant to the Series A SPAs, the Series A Preferred Stock Investors have agreed, among other things, to purchase, at Closing, an aggregate of (i) 19,999,994 shares of New Quantum Space Series A Preferred Stock, having the rights, preferences and privileges set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “Series A Certificate of Designation”) and (ii) New Quantum Space Preferred Investor Warrants to purchase an aggregate of 19,999,994 shares of New Quantum Space Class A-1 Common Stock, for an aggregate purchase price of approximately $240 million in the PIPE Investment. Each share of New Quantum Space Series A Preferred Stock will have a stated value of $12.00 (the “Stated Value”).

 

The Series A SPAs include customary representations and warranties from Quantum Space, the Company and the Series A Preferred Stock Investors and is subject to customary closing conditions. The Series A SPAs also include customary covenants and agreements related to transfer restrictions, SEC reports, material non-public information and indemnification. New Quantum Space Class A-1 Common Stock issuable upon conversion of the New Quantum Space Series A Preferred Stock and New Quantum Space Common Stock underlying any Series A Preferred Investor Warrants will be “Registrable Securities” under the A&R Registration Rights Agreement.

 

In connection with the Securities Purchase Agreement, the Company recorded a forward contract asset related to the Series A Cumulative Convertible Preferred Stock and warrants upon the closing of the transaction. The Company concluded that the Securities Purchase Agreement represented a single freestanding financial instrument that did not qualify for equity classification under ASC 815-40 because certain contractual provisions may require net cash settlement upon the occurrence of events outside the Company's control. Accordingly, the forward contract was measured at fair value with subsequent changes in fair value recognized in earnings. On June 8, 2026, the fair value of the Securities Purchase Agreement was deemed to be $0. On June 30, 2026, the Company adjusted the fair value of the forward contract in the amount of $957,000, as reflected on the accompanying condensed consolidated balance sheets. The $957,000 resulted in a gain on change in fair value of forward contract as reflected on the accompanying condensed consolidated statements of operations.

 

Financial Advisory and Placement Agent Agreement

 

On May 8, 2026, the Company and Quantum Space entered into an engagement letter with Cantor Fitzgerald & Co. in connection with the proposed Quantum Space Business Combination. Pursuant to the engagement letter, Cantor Fitzgerald & Co. was engaged to serve as the exclusive financial advisor in connection with the proposed Quantum Space Business Combination and as lead placement agent for potential financing transactions, including a PIPE and other private placements. Cantor Fitzgerald & Co.’s services include, among other things, financial advisory services, assistance with transaction structuring, investor outreach, financing activities, and support in connection with the negotiation and execution of the proposed Quantum Space Business Combination.

 

Pursuant to the engagement letter, upon consummation of the proposed Quantum Space Business Combination, Cantor Fitzgerald & Co. will be entitled to a non-refundable cash fee of $6.0 million (the “Business Combination Fee”), which is creditable against certain financing fees earned by Cantor Fitzgerald & Co. In addition, upon the closing of any financing transaction, Cantor Fitzgerald & Co. will be entitled to a non-refundable cash fee equal to 5.0% of the aggregate gross proceeds raised in such financing (the “Financing Fee”), subject to the terms of the engagement letter. The agreement also provides for reimbursement of certain expenses and contains customary indemnification provisions. As of June 30, 2026, the proposed Quantum Space Business Combination and any related financing transactions had not been consummated.