Announcement • Aug 24
USA Rare Earth, LLC entered into a definitive business combination agreement to acquire Inflection Point Acquisition Corp. II (NasdaqGM:IPXX) from Inflection Point Holdings II LLC and others for approximately $910 million in a reverse merger transaction. USA Rare Earth, LLC entered into a definitive business combination agreement to acquire Inflection Point Acquisition Corp. II (NasdaqGM:IPXX) from Inflection Point Holdings II LLC and others for approximately $910 million in a reverse merger transaction on August 22, 2024. Pursuant to the Business Combination Agreement, the aggregate consideration to be paid in, or in connection with, the Merger in respect of the outstanding equity securities of USARE (excluding the USARE Class A Convertible Preferred Units and the USARE Class A Preferred Investor Warrants (as defined below)) will be (A) (i) the number of shares of New USARE Common Stock equal to the quotient of (a) (i) the $800 million minus (ii) the aggregate indebtedness of USARE and its direct and indirect subsidiaries as of immediately prior to the Effective Time (subject to certain exceptions) divided by (b) the amount equal to the price at which each Class A Ordinary Share may be redeemed pursuant to the Redemption in connection with the Domestication (collectively, the “Aggregate Base Consideration ”) plus (B) subject to the vesting and forfeiture effects of the Earn-out Exchange Ratio described below, up to 10,000,000 shares of New USARE Common Stock (the “ Aggregate Earn-out Consideration”). The Aggregate Earn-out Consideration is subject to certain customary adjustments as described in the Business Combination Agreement. Under the terms of the Business Combination Agreement, USARE’s existing equityholders will convert 100% of their equity ownership stakes into the combined company and are expected to own approximately 84% (excluding the affiliates of IPXX) of the post-combination company upon consummation of the Proposed Business Combination, excluding any IPXX investors who do not choose to redeem their shares. The combined public company is expected to be named “USA Rare Earth, Inc.” and to list its common stock and warrants to purchase common stock on Nasdaq. Existing USARE investors and investors affiliated with IPXX have agreed to a prefunded PIPE investment of ~$25 million upon the signing of the Business Combination Agreement.
The Business Combination is expected to close in the first quarter of 2025, subject to the receipt of the required approvals by Inflection Point’s shareholders and fulfilment of other customary closing conditions, including regulatory and stock approvals. The Proposed Business Combination has been unanimously approved by the managers of USARE and the board of directors of IPXX.
Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is the exclusive financial advisor, lead capital markets advisor and private placement agent to USARE. Joel Rubinstein of White & Case LLP is serving as legal counsel to IPXX, and Timothy FitzSimons and Trevor G. Pinkerton of King & Spalding LLP is serving as legal counsel to USARE. Gateway Group is serving as investor relations and media relations advisor for the transaction. Continental Stock Transfer & Trust Company acted as transfer agent to Inflection. Announcement • Aug 22
Inflection Point Acquisition Corp. II announced that it expects to receive $9.117648 million in funding Inflection Point Acquisition Corp. II announced that it has entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the company will issue 12% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share and a warrant to purchase a number of shares of New USARE Common Stock equal to the amount of shares into which such shares of New USARE Common Stock underlying the Series A Preferred Stock are initially convertible for an aggregate gross proceeds of $9,117,648 on August 21, 2024. Each share of Series A Preferred Stock will have a stated value of $12. Announcement • Apr 04
Inflection Point Acquisition Corp. II announced delayed annual 10-K filing On 04/02/2024, Inflection Point Acquisition Corp. II announced that they will be unable to file their next 10-K by the deadline required by the SEC. 
