Inflection Point Acquisition Corp. II Enters into Material Definitive Agreement

Inflection Point Acquisition Corp. II (NASDAQ:IPXXU) recently filed a Form 8-K with the Securities and Exchange Commission (SEC) on January 28, 2025, disclosing the company’s entry into a material definitive agreement. As stated in the filing, on August 21, 2024, Inflection Point entered into a Business Combination Agreement with USA Rare Earth, LLC, and IPXX Merger Sub, LLC. This agreement, as subsequently amended on November 12, 2024, involves a Proposed Business Combination whereby Inflection Point will be renamed “USA Rare Earth, Inc.”

Moreover, on January 22, 2025, Inflection Point, together with key parties Michael Blitzer and USARE, formalized Amendment No. 1 to the Blitzer Series A Securities Purchase Agreement. This amendment specifies that instead of the previously agreed 104,167 shares of Series A Preferred Stock, Inflection Point will issue a number of shares of Series A Preferred Stock equal to the Blitzer Conversion Preferred Shares in exchange for Mr. Blitzer’s forgiveness of 50% of the outstanding balance of the Convertible Promissory Note.

The Form 8-K also indicated that the unregistered sales of equity securities will be made in connection with the Blitzer Series A Securities Purchase Agreement. These shares have not been registered under the Securities Act but are exempt from registration according to Section 4(a)(2) of the Act.

Investors and shareholders are encouraged to review the Registration Statement on Form S-4, which includes a proxy statement/prospectus related to the Proposed Business Combination. This document will provide detailed information regarding the Proposed Business Combination and relevant matters. Additional details about the potential investment and the current financial situation can be found in the aforementioned registration statements and subsequent SEC filings.

It’s important to note that this Form 8-K filing contains forward-looking statements. These statements are subject to various risks, uncertainties, and factors that may cause actual results to differ from those expressed or implied in the forward-looking statements. Inflection Point, USARE, and their representatives specifically disclaim any obligation to update or revise these forward-looking statements.

This report does not constitute a solicitation of proxy or authorization regarding securities or the Proposed Business Combination. Additionally, it is not an offer to sell or a recommendation to purchase any security of Inflection Point, USARE, or their affiliates. Any offering of securities will comply with the Securities Act requirements or exemption regulations.

For more information, interested parties are advised to visit the Securities and Exchange Commission’s website or contact Inflection Point directly. Participants involved in the Proposed Business Combination should be aware of the risks and uncertainties outlined in the document.

The original document and further details can be accessed via the SEC’s official website.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Inflection Point Acquisition Corp. II’s 8K filing here.

About Inflection Point Acquisition Corp. II

Inflection Point Acquisition Corp. II does not have significant operations. It intends to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The company was incorporated in 2023 and is based in New York, New York.