Inflection Point Acquisition Corp. II

01/28/2025 | Press release | Distributed by Public on 01/28/2025 16:15

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on August 21, 2024, Inflection Point Acquisition Corp. II, a Cayman Islands exempted company ("Inflection Point"), USA Rare Earth, LLC, a Delaware limited liability company ("USARE") and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Inflection Point entered into a Business Combination Agreement (as amended on November 12, 2024 and as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Business Combination Agreement" and the transactions contemplated thereby, collectively, the "Proposed Business Combination"). In connection with the Proposed Business Combination, Inflection Point will be renamed "USA Rare Earth, Inc." ("New USARE").

Also as previously disclosed, on August 21, 2024, (i) pursuant to a securities purchase agreement, dated as of August 21, 2024, by and between USARE and Michael Blitzer, the Chairman and Chief Executive Officer of Inflection Point, USARE issued 122,549 Class A-2 convertible preferred units of USARE (the "Blitzer USARE Class A-2 Convertible Preferred Units") and a warrant to purchase up to 31,250 Class A units of USARE in exchange for Mr. Blitzer's promise to forgive, at closing of the Proposed Business Combination (the "Closing"), 50% of the then-outstanding balance of the convertible promissory note issued to him by Inflection Point on August 13, 2024 (the "Convertible Promissory Note") and (ii) pursuant to a securities purchase agreement, dated as of August 21, 2024 (the "Blitzer Series A SPA", by and among Inflection Point, Mr. Blitzer and USARE, Inflection Point agreed to issue at Closing, 104,167 shares of Series A Preferred Stock (as defined below) to Mr. Blitzer in exchange for his forgiveness of the other 50% of the then-outstanding balance of the Convertible Promissory Note.

Pursuant to the Business Combination Agreement, at Closing, the Blitzer USARE Class A-2 Convertible Preferred Units (including accrued and unpaid payment-in-kind interest thereon) will be exchanged for a number of shares of New USARE's 12% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock," and such shares of Series A Preferred Stock to be issued to Mr. Blitzer in exchange for the Blitzer USARE Class A-2 Convertible Preferred Units, the "Blitzer Conversion Preferred Shares").

On January 22, 2025, Inflection Point, Mr. Blitzer and USARE entered into Amendment No. 1 to the Blitzer Series A SPA (the "Blitzer Series A SPA Amendment"). The Blitzer Series A SPA Amendment amends the Blitzer Series A SPA to provide that, instead of 104,167 shares of Series A Preferred Stock, Inflection Point will issue to Mr. Blitzer a number of shares of Series A Preferred Stock equal to the number of Blitzer Conversion Preferred Shares in exchange for Mr. Blitzer's forgiveness of 50% of the then-outstanding balance of the Convertible Promissory Note.