IPXXW Inflection Point Acquisition Corporation II

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 5, 2025 (January 30, 2025)

 

Inflection Point Acquisition Corp. II

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-41711		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

167 Madison Avenue Suite 205 #1017

New York, New York 10016

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 476-6908

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant		IPXXU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		IPXX		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		IPXXW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

Amendment No. 2 to Business Combination 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 (“Merger Sub”) entered into a Business Combination Agreement (as amended by Amendment No. 1 to the Business Combination Agreement 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 “Business Combination”). In connection with the Business Combination, Inflection Point will be renamed “USA Rare Earth, Inc.” (“New USARE”).

 

On January 30, 2025, Inflection Point and USARE entered into that certain Amendment No. 2 to the Business Combination Agreement (“BCA Amendment No. 2”) to, among other matters, set out the proposed directors of New USARE, address certain other governance matters and modify certain document delivery conditions.

 

The foregoing description of BCA Amendment No. 2 does not purport to be complete and is qualified in its entirety by the terms and conditions of BCA Amendment No. 2, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Amendment No. 1 to Sponsor Support Agreement

 

As previously disclosed, concurrently with the signing of the Business Combination Agreement, Inflection Point Holdings II LLC, a Delaware limited liability company (the “Sponsor”), Inflection Point and USARE entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor has agreed to (i) vote to adopt and approve the Business Combination Agreement and the other documents contemplated therein and the transactions contemplated therein and (ii) forfeit 60,000 warrants to purchase shares of Inflection Point that are held by the Sponsor for every $1,000,000 by which (x) the gross proceeds at closing of the Business Combination from the Trust Account (as defined in the Business Combination Agreement) established by Inflection Point in connection with its initial public offering (after giving effect to the Redemption (as defined in the Business Combination Agreement)) plus (y) the gross proceeds from the Class A Preferred Unit Investment (as defined in the Business Combination Agreement), the Series A Preferred Stock Investment (as defined below) and any PIPE Investment (as defined in the Business Combination Agreement) are below $50,000,000, up to a maximum of 1,500,000 warrants forfeited. Additionally, the Sponsor agreed to be bound by certain covenants set forth in the Business Combination Agreement as if it was a signatory thereto.

 

On January 31, 2025, the Sponsor, Inflection Point and USARE entered into an amendment to the Sponsor Support Agreement (the “Sponsor Support Agreement Amendment”) to eliminate the provisions providing for the potential forfeiture of warrants by the Sponsor from the Sponsor Support Agreement.

 

The foregoing description of the Sponsor Support Agreement Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of Sponsor Support Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Series A SPA Termination Agreement

 

As previously disclosed, concurrently with the signing of the Business Combination Agreement, (i) USARE and Inflection Point Fund I, LP, a Delaware limited partnership (“Inflection Point Fund”), an accredited investor that is an affiliate of Inflection Point, entered into a securities purchase agreement (the “Class A-2 Convertible Preferred SPA”), pursuant to which Inflection Point Fund purchased an aggregate of (i) 343,137 Class A-2 convertible preferred units of USARE (“Class A-2 Convertible Preferred Units”) and (ii) a warrant exercisable for an aggregate of 561,887 Class A units of USARE (“USARE Class A Units”) at an initial exercise price of $12.00, for an aggregate purchase price of $3.5 million and (ii) Inflection Point, USARE and Inflection Point Fund entered into a securities purchase agreement (the “Series A SPA”), pursuant to which Inflection Point Fund agreed to purchase 759,804 shares of Series A preferred stock of New USARE and a warrant exercisable to purchase 759,804 shares of common stock of New USARE at an initial exercise price of $12.00, for an aggregate purchase price of $9,117,648 (the “Series A Preferred Stock Investment”).

 

 

Pursuant to a letter agreement, dated August 21, 2024, by and among USARE, Inflection Point Fund and the other parties thereto, Inflection Point Fund had the right, but not the obligation to accelerate its commitment to make the Series A Preferred Stock Investment by purchasing additional USARE Class A-2 Convertible Preferred Units and warrants on terms and conditions identical to those set forth in the Class A-2 Convertible Preferred SPA, with Inflection Point Fund’s obligation to make the Series A Preferred Stock Investment reduced by an amount equal to the product of (i) the Class A-2 Convertible Preferred Unit Original Issue Price (as defined in the operating agreement of USARE, as amended) multiplied by the (ii) the number of additional USARE Class A-2 Convertible Preferred Units purchased.

 

On February 3, 2025, pursuant to a securities purchase agreement dated January 31, 2025, Inflection Point Fund pre-funded the Series A Preferred Stock Investment by consummating the purchase of 833,333 additional USARE Class A-2 Convertible Preferred Units and a warrant exercisable for 833,333 USARE Class A Units at an initial exercise price of $12.00, for an aggregate purchase price of $8.5 million (the “Pre-Funding”).

 

As the Pre-Funding fully satisfied Inflection Point Fund’s obligation to make the Series A Preferred Stock Investment, Inflection Point, USARE and Inflection Point Fund entered into a termination agreement, dated January 31, 2025 (the “Series A SPA Termination Agreement”), pursuant to which the Series A SPA was terminated upon completion of the Pre-Funding.

 

The foregoing description of the Series A SPA Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of Series A SPA Termination Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Additional Information about the Business Combination and Where to Find it

 

The proposed business combination between Inflection Point and USARE pursuant to the Business Combination Agreement (the transactions contemplated thereby, collectively, the “Proposed Business Combination”) will be submitted to the shareholders of Inflection Point for their consideration. Inflection Point filed a registration statement on Form S-4 (as may be amended and supplemented from time to time, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to Inflection Point’s shareholders in connection with Inflection Point’s solicitation for proxies for the vote by Inflection Point’s shareholders in connection with the Proposed Business Combination and other matters described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued (or deemed issued) to Inflection Point’s securityholders and USARE’s equityholders in connection with the completion of the Proposed Business Combination. After the Registration Statement is declared effective, Inflection Point will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Proposed Business Combination. Inflection Point’s shareholders and other interested persons are advised to read the Registration Statement, the preliminary proxy statement/prospectus included in the Registration Statement and any amendments thereto and, once available, the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Proposed Business Combination, in connection with Inflection Point’s solicitation of proxies for its extraordinary general meeting to be held to approve, among other things, the Proposed Business Combination, as well as other documents filed with the SEC in connection with the Proposed Business Combination, as these documents contain important information about Inflection Point, USARE, and the Proposed Business Combination. Securityholders of Inflection Point and equityholders of USARE may obtain a copy of the preliminary or definitive proxy statement/prospectus, as well as other documents filed by Inflection Point with the SEC that will or may be incorporated by reference in the proxy statement/prospectus, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Inflection Point at Inflection Point Acquisition Corp. II, 167 Madison Avenue Suite 205 #1017 New York, New York 10016.

 

The contents of Inflection Point’s and USARE’s website are not incorporated into this filing.

 

 

Participants in the Solicitation

 

Inflection Point and its directors and executive officers may be deemed participants in the solicitation of proxies from Inflection Point’s stockholders with respect to the Proposed Business Combination. A list of the names of those directors and executive officers and information regarding their interests in the Proposed Business Combination has been and will be included in the sections entitled “Beneficial Ownership of Securities” and “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” of Inflection Point’s Registration Statement, which is available free of charge at the SEC’s website at https://www.sec.gov/Archives/edgar/data/1787434/000121390025010175/ea0220524-04.htm

 

USARE’s managers and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Inflection Point in connection with the Proposed Business Combination. A list of the names of such managers and executive officers and information regarding their interests in the Proposed Business Combination has been and will be included in the sections entitled “Beneficial Ownership of Securities” and “The Business Combination Proposal — Interests of the USARE Directors and Executive Officers” of Inflection Point’s Registration Statement, which is available free of charge at the SEC’s website at https://www.sec.gov/Archives/edgar/data/1787434/000121390025010175/ea0220524-04.htm

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, without limitation, statements regarding or similar to: estimates and forecasts of financial and operational metrics; plans, goals, ambitions, targets, projections, future business and operations regarding future mining capabilities, operations, manufacturing capacity and plant performance; projections of market opportunity and market share; USARE’s commercialization costs and timeline; USARE’s ability to timely and effectively meet construction and mining timelines and scale its production and manufacturing processes; USARE’s ability to maintain, protect, and enhance its intellectual property; development of favorable regulations and government demand, contracts, and incentives affecting the markets in which USARE operates; USARE’s ability to receive and/or maintain the necessary permits and other government approvals necessary to operate its business; any estimates with respect to the rare earth and critical element and mineral deposits in the Texas Round Top deposit; Inflection Point’s and USARE’s expectations with respect to future performance of USARE’s (and, after the Proposed Business Combination, the combined company’s) business; the expected funding of any PIPE investment and any additional pre-funded investment, to the extent they remain unfunded; anticipated financial impacts of the Proposed Business Combination; the satisfaction of the closing conditions to the Proposed Business Combination; and the timing of the completion of the Proposed Business Combination. For example, any projections of future enterprise value, revenue, market share, and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “potential,” “predict,” “should,” or “will,” or, or the negatives of these terms or variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

 

 

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Inflection Point, USARE and their respective managements, as the case may be, are inherently uncertain. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Inflection Point and USARE. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political conditions, and in applicable laws and regulations, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of definitive agreements and any negotiations with respect to the Proposed Business Combination; (3) the outcome of any legal proceedings that have or may be instituted against Inflection Point, USARE, the combined company, or others; (4) the inability to complete the Proposed Business Combination due to the failure to obtain approval of the stockholders of Inflection Point for the Proposed Business Combination or to satisfy other conditions to closing; (5) changes to the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations; (6) the ability to meet stock exchange listing standards following the consummation of the Proposed Business Combination; (7) the risk that the Proposed Business Combination disrupts current plans and operations of Inflection Point or USARE, including as a result of the announcement and consummation of the Proposed Business Combination; (8) the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things: competition, the ability of the combined company to grow and manage growth profitably, the ability of the combined company to build or maintain relationships with customers and suppliers and retain its management and key employees, the supply and demand for rare earth minerals, the timing and amount of future production, costs of production, capital expenditures and requirements for additional capital, timing of future cash flow provided by operating activities, if any, uncertainty in any mineral estimates, uncertainty in any geological, metallurgical, and geotechnical studies and opinions, and transportation risks; (9) costs related to the Proposed Business Combination; (10) the possibility that USARE or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; (12) risks related to the development of USARE’s magnet production facility and the timing of expected production milestones, and (13) other risks and uncertainties set forth in the Registration Statement (defined below) filed by Inflection Point with the SEC, the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” and similar sections in Inflection Point’s final prospectus relating to its initial public offering dated May 24, 2023, and in subsequent Inflection Point filings with the SEC, including the Registration Statement (as defined below), relating to the Proposed Business Combination filed by Inflection Point, and any periodic Exchange Act reports filed with the SEC such as its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.The recipient of this Current Report on Form 8-K should carefully consider the foregoing risk factors and the other risks and uncertainties which are more fully described in the “Risk Factors” section of the Registration Statement discussed below and other documents filed by Inflection Point from time to time with the SEC. If any of these risks materialize or the underlying assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Inflection Point nor USARE presently know or that they currently believe are immaterial that could also cause actual results to differ from contained in the forward-looking statements. In addition, forward-looking statements reflect Inflection Point and USARE’s expectations, plans, or forecasts of future events and views as of the date of this Current Report on Form 8-K. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. These forward-looking statements speak only as of the date of this Current Report on Form 8-K. Inflection Point, USARE, and their respective representatives and affiliates specifically disclaim any obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, these forward-looking statements should not be relied upon as representing Inflection Point’s, USARE’s, or any of their respective representatives or affiliates’ assessments as of any date subsequent to the date of this Current Report on Form 8-K, and therefore undue reliance should not be placed upon the forward-looking statements. This Current Report on Form 8-K contains preliminary information only, is subject to change at any time, and is not, and should not be assumed to be, complete or constitute all of the information necessary to adequately make an informed decision regarding any potential investment in connection with the Proposed Business Combination.

 

No Offer or Solicitation

 

This Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Proposed Business Combination, or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Inflection Point, USARE, or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be effected. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Proposed Business Combination or the accuracy or adequacy of this presentation.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits. The following exhibits are filed or furnished with this Current Report on Form 8-K:

 

Exhibit Number		Description
2.1*		Amendment No. 2 to Business Combination Agreement, dated as of January 30, 2025, by and between Inflection Point Acquisition Corp. II and USA Rare Earth, LLC.
10.1		Amendment No. 1 to Sponsor Support Agreement, dated as of January 31, 2025, by and among Inflection Point Acquisition Corp. II, USA Rare Earth, LLC and Inflection Point Holdings II, LLC.
10.2		Termination Agreement, dated January 31, 2025, by and among Inflection Point Acquisition Corp. II, USA Rare Earth, LLC and Inflection Point Fund I, LP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*	Certain schedules and similar attachments to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Inflection Point Acquisition Corp. II agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	INFLECTION POINT ACQUISITION CORP. II
Date: February 5, 2025	By:	/s/ Michael Blitzer
	Name:	Michael Blitzer
	Title:	Chairman and Chief Executive Officer
		(Principal Executive Officer)

 

 

6

 

Exhibit 2.1

 

Execution Version

 

AMENDMENT NO. 2

TO

BUSINESS COMBINATION AGREEMENT

 

This AMENDMENT is made and entered into as of January 30, 2025 (this “Amendment”), by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Purchaser”) and USA Rare Earth, LLC, a Delaware limited liability company (the “Company”). Each of the foregoing will individually be referred to herein as a “Party” and, collectively as the “Parties”. Capitalized terms used, but not otherwise defined, herein shall have the respective meanings assigned to such terms in the Agreement (as defined below).

 

RECITALS:

 

WHEREAS, the Parties and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Purchaser, entered into that certain Business Combination Agreement, dated as of August 21, 2024, as amended by the Amendment No. 1 to the Business Combination Agreement, dated as of November 12, 2024 (as the same may be further amended from time to time in accordance with its terms, the “Agreement”);

 

WHEREAS, in connection with the purchase of additional pre-Closing Company Class A-2 Convertible Preferred Units, the Company has agreed to forego the Sponsor Forfeiture;

 

WHEREAS, pursuant to Section 9.10 of the Agreement, the Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties; and

 

WHEREAS, the Parties desire to amend the Agreement as set forth herein.

 

NOW, THEREFORE, in consideration of the covenants, promises and the representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1. Amendment to Section 1.01(b). Section 1.01(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

(b) Effect on Purchaser Securities. (i) Immediately prior to the Domestication, pursuant to the Sponsor Support Agreement, each then issued and outstanding Purchaser Class B Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) Purchaser Class A Ordinary Share and (ii) in connection with the Domestication, (x) each then issued and outstanding Purchaser Class A Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) share of Domesticated Purchaser Common Stock; (y) each then issued and outstanding Cayman Purchaser Warrant shall convert automatically into one (1) Domesticated Purchaser Warrant, pursuant to the Warrant Agreement; and (z) each then issued and outstanding Cayman Purchaser Units shall be cancelled and will thereafter entitle the holder thereof to one (1) share of Domesticated Purchaser Common Stock and one-half (1/2) of one Domesticated Purchaser Warrant.

 

2. Amendment to Section 1.02(e). Section 1.02(e) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

(e) Managers and Officers of the Surviving Company. Immediately after the Effective Time, the Purchaser shall be the initial manager of the Surviving Company and the executive officers of the Surviving Company shall be the same as set forth in Section 6.18 and otherwise in accordance with the terms of this Agreement (or as otherwise may be determined by the Purchaser and the Company).

 

 

3. Amendment to Section 3.02(a). Section 3.02(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

(a) Purchaser Closing Certificate. Four (4) Business Days prior to the Closing, the deliver to the Company a written notice setting forth the Purchaser’s good faith calculation of the following: (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Redemptions; (ii) the aggregate amount of the Purchaser Transaction Costs as of the Closing; and (iii) the number of shares of Domesticated Purchaser Common Stock and Domesticated Purchaser Warrants, in each case, to be outstanding as of the Closing and after giving effect to the Domestication, the Redemption and the issuance of securities in connection with the consummation of the PIPE Investment.

 

4. Amendment to Section 6.18. Section 6.18 of the Agreement is hereby amended and restated in its entirety to read as follows:

 

Subject to the terms and conditions of the Purchaser Charter upon Domestication and the Purchaser Bylaws upon Domestication:

 

(a) The Parties shall take all such action within their power as may be necessary or appropriate so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will not be classified as to term and will initially consist of the individuals listed on Schedule 6.18(a) to this Agreement (Directors of the Post-Closing Purchaser Board), one of whom will be appointed as initial chairperson of the Post-Closing Purchaser Board, one of whom will be appointed as initial chairperson of the audit committee and one of whom will be appointed as initial chairperson on the compensation committee as set forth on Schedule 6.18(a) (the “Designated Directors”). To the extent any Designated Director declines to serve, is unable to serve, or is anticipated to fail to meet the applicable independence and other requirements of Nasdaq and SEC rules (as mutually determined by the Company and the Purchaser with the advice of counsel), the Company and the Purchaser shall mutually agree upon a replacement individual to serve as a director on the Post-Closing Purchaser Board. The Purchaser shall use its reasonable best efforts to obtain resignations effective as of Closing from the directors of the Purchaser that are not to remain directors on the Post-Closing Purchaser Board.

 

(b) The Parties agree that (i) their mutual intent is that the initial offices and committees of the Post-Closing Purchaser Board, and certain initial actions of the Post-Closing Purchaser Board, will be as set forth on Schedule 6.18(b) (Designations and Appointments of the Post-Closing Purchaser Board) subject to the limitations therein, and (ii) they will use commercially reasonable efforts to prepare mutually agreeable written resolutions implementing such designations and appointments for the Post-Closing Purchaser Board to consider and, if thought fit, to adopt immediately following the Closing (or as soon thereafter as the Post-Closing Purchaser Board determines), provided, that each of the Parties acknowledges and agrees that such designations, appointments and actions (including with respect to clause (i) and (ii) above) shall be made by the Post-Closing Purchaser Board in its sole and absolute discretion.

 

(c) At or prior to the Closing, the Company, if requested, and the Purchaser shall provide each initial director with a customary director indemnification agreement, in form and substance reasonably acceptable to such director, the Company and the Purchaser.

 

(d) The Parties shall take all action necessary, including the Purchaser causing the executive officers of Purchaser to resign, so that the individuals serving as the executive officers of the Purchaser immediately after the Closing will be (i) Joshua Ballard as Chief Executive Officer and (ii) such other individuals as mutually agreed by the Company and the Purchaser.

 

(e) Prior to the Closing, the Purchaser and the Company shall be permitted to revise, by mutual agreement, the forms of (i) the Purchaser Charter upon Domestication and (ii) the Purchaser Bylaws upon Domestication, as necessary or convenient, including to give effect to the provisions of this Section 6.18, and to provide for a declassified Post-Closing Purchaser Board.

 

5. Amendment to Section 10.01. Section 10.01 of the Agreement is hereby amended by amending and restating the defined term “Company Class A-2 Convertible Preferred Units” as follows:

 

“Company Class A-2 Convertible Preferred Units” means the Class A-2 convertible preferred units of the Company.

 

 

6. Amendment to Section 6.11. Section 6.11 of the Agreement is hereby amended by including the following provision as new sub-section Section 6.11(f):

 

(f) Prior to or on the Closing Date, the Company shall have delivered to the Purchaser a properly completed and duly executed IRS Form W-9 or IRS Form W-8 of the applicable series from each Member that has delivered such W-9 or W-8, as applicable, to the Company prior to the Closing Date. From the Closing Date until December 31, 2025, the Company shall use reasonable best efforts to cause any Member(s) that have not delivered IRS Form W-9 or IRS Form W-8 to the Company as of the Closing Date to deliver a properly completed and duly executed IRS Form W-9 or IRS Form W-8 of the applicable series from such Member(s), and the Company shall promptly deliver any such received W-9 or W-8 to the Purchaser.

 

7. Amendment to Section 7.03(d)(iii). Section 7.03(d)(iii) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

(iii) The Company shall have delivered to the Purchaser:

 

(A) a copy of the A&R Registration Rights Agreement, duly executed by the applicable Members.

 

8. Counterparts; Electronic Delivery. This Amendment may be executed in counterparts, all of which shall be considered one and the same document and shall become effective when such counterparts have been signed by each Party and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Party of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence. The exchange of a fully executed Amendment (in counterparts or otherwise) in pdf, docusign or similar format and transmitted by facsimile or email shall be sufficient to bind the Parties to the terms and conditions of this Amendment.

 

9. Effect of This Amendment. This Amendment is made a part of the Agreement. Except as otherwise expressly provided herein, the Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the date hereof all references in the Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Agreement shall mean the Agreement as amended by this Amendment. Any reference to the Agreement contained in any notice, request, certificate or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to refer to the Agreement as modified by this Amendment unless the context shall otherwise require. For the avoidance of doubt, references to the phrases “the date of this Agreement” or “the date hereof”, wherever used in the Agreement, as amended by this Amendment, shall mean August 21, 2024.

 

10. Other Provisions. All other provisions of the Agreement not specifically amended by this Amendment shall remain in full force and effect. Section 9.03 (Binding Effect; Assignment), Section 9.05 (Governing Law), Section 9.06 (Jurisdiction), Section 9.07 (WAIVER OF JURY TRIAL), Section 9.09 (Severability), Section 9.10 (Amendment; Waiver) and Section 9.12 (Interpretation) of the Agreement are incorporated herein by reference and shall apply mutatis mutandis to this Amendment.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above.

 

	The Purchaser:
	INFLECTION POINT ACQUISITION CORP. II
	By:	/s/ Michael Blitzer
	Name:	Michael Blitzer
	Title:	Chairman and Chief Executive Officer

 

[Signature Page to Amendment No. 2 to Business Combination Agreement]

 

 

	The Company:
	USA RARE EARTH, LLC
	By:	/s/ Joshua Ballard
	Name:	Joshua Ballard
	Title:	Chief Executive Officer and Manager

 

[Signature Page to Amendment No. 2 to Business Combination Agreement]

 

 

Exhibit 10.1

 

Execution Version

 

AMENDMENT NO. 1

TO

SPONSOR SUPPORT AGREEMENT

 

This AMENDMENT is made and entered into as of January 31, 2025 (this “Amendment”), by and among Inflection Point Holdings II LLC, a Delaware limited liability company (the “Sponsor”), Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Purchaser”) and USA Rare Earth, LLC, a Delaware limited liability company (the “Company”). Each of the foregoing will individually be referred to herein as a “Party” and, collectively as the “Parties”. Capitalized terms used, but not otherwise defined, herein shall have the respective meanings assigned to such terms in the Business Combination Agreement (as defined below).

 

RECITALS:

 

WHEREAS, the Parties entered into that certain Sponsor Support Agreement, dated as of August 21, 2024 (as the same may be further amended from time to time in accordance with its terms, the “Agreement”);

 

WHEREAS, the Agreement was entered into contemporaneously with the execution and delivery by the Purchaser, the Company and IPXX Merger Sub, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of the Purchaser, a Business Combination Agreement dated as August 21, 2024 (as amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”);

 

WHEREAS, in connection with the purchase of additional pre-Closing Company Class A-2 Convertible Preferred Units, the Company has agreed to forego the potential forfeiture of Cayman Purchaser Private Placement Warrants contemplated by Section 1.13 of the Agreement;

 

WHEREAS, pursuant to Section 3.4 of the Agreement, the Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties; and

 

WHEREAS, the Parties desire to amend the Agreement as set forth herein.

 

NOW, THEREFORE, in consideration of the covenants, promises and the representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1. Amendment to Section 1.13. Section 1.13 of the Agreement is hereby amended and restated in its entirety to read as follows:

 

[Reserved.]

 

2. Counterparts; Electronic Delivery. This Amendment may be executed in counterparts, all of which shall be considered one and the same document and shall become effective when such counterparts have been signed by each Party and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence. The exchange of a fully executed Amendment (in counterparts or otherwise) in pdf, docusign or similar format and transmitted by facsimile or email shall be sufficient to bind the Parties to the terms and conditions of this Amendment.

 

3. Effect of This Amendment. This Amendment is made a part of the Agreement. Except as otherwise expressly provided herein, the Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the date hereof all references in the Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Agreement shall mean the Agreement as amended by this Amendment. Any reference to the Agreement contained in any notice, request, certificate or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to refer to the Agreement as modified by this Amendment unless the context shall otherwise require. For the avoidance of doubt, references to the phrases “the date of this Agreement” or “the date hereof”, wherever used in the Agreement, as amended by this Amendment, shall mean August 21, 2024.

 

4. Other Provisions. All other provisions of the Agreement not specifically amended by this Amendment shall remain in full force and effect. Section 3.2 (Assignment), Section 3.4 (Amendment), and Section 3.5 (Miscellaneous) of the Agreement are incorporated herein by reference and shall apply mutatis mutandis to this Amendment.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above.

 

	SPONSOR:
	Inflection Point HOLDINGS II LLC
	By:	/s/ Michael Blitzer
		Name:	Michael Blitzer
		Title:	Managing Member

 

[Signature Page to Amendment No. 1 to Sponsor Support Agreement]

 

 

	PURCHASER:
	Inflection Point Acquisition Corp. II
	By:	/s/ Michael Blitzer
		Name:	Michael Blitzer
		Title:	Chairman and Chief Executive Officer

 

[Signature Page to Amendment No. 1 to Sponsor Support Agreement]

 

 

	COMPANY:
	USA RARE EARTH, LLC
	By:	/s/ David Kronenfeld
		Name:	David Kronenfeld
		Title:	Chief Legal Officer

 

[Signature Page to Amendment No. 1 to Sponsor Support Agreement]

 

 

 

 

Exhibit 10.2

 

Execution Version

 

TERMINATION AGREEMENT

 

This Termination Agreement, dated as of January 31, 2025 (the “Termination Agreement”), by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), USA Rare Earth, LLC, a Delaware limited liability company (the “Target”), and Inflection Point Fund I, LP (the “Purchaser” and together with the Company and the Target, the “Parties” and each, a “Party”). Capitalized terms used, but not otherwise defined, herein shall have the respective meanings assigned to such terms in the Agreement (as defined below).

 

WHEREAS, the Parties have entered into that certain securities purchase agreement, dated as of August 21, 2024 (the “Agreement”) pursuant to which the Company agreed to sell, and the Purchaser agreed to purchase 759,804 shares of Preferred Stock and a warrant exercisable to purchase 759,804 Warrant Shares at an initial exercise price of $12.00, for an aggregate purchase price of $9,117,648 (the “Series A Preferred Stock Investment”);

 

WHEREAS, the Target and the Purchaser entered into that certain securities purchase agreement, dated as of August 21, 2024 (the “Purchaser Class A Preferred SPA”) pursuant to which the Target agreed to sell, and the Purchaser agreed to purchase, (i) 343,137 Class A-2 convertible preferred units of the Target (“Target Class A-2 Convertible Preferred Units”) and (ii) a warrant to purchase 561,887 Class A units of the Target, for an aggregate purchase price of $3,500,000 (the “Initial Class A-2 Convertible Preferred Investment”);

 

WHEREAS, in connection with the Initial Class A-2 Convertible Preferred Investment, the Target, the Purchaser, and the other parties thereto entered into a letter agreement, dated August 21, 2024 (the “Letter Agreement”) pursuant to which, amongst other things, the Purchaser has the right, but not the obligation, to accelerate its commitment to make the Series A Preferred Stock Investment by purchasing additional Target Class A-2 Convertible Preferred Units and warrants on terms and conditions identical to those set forth in the Purchaser Class A Preferred SPA, with the Purchaser’s obligation to make the Series A Preferred Stock Investment reduced by an amount equal to the product of (i) the Class A-2 Convertible Preferred Unit Original Issue Price (as defined in the operating agreement of the Target, as of the date hereof, as amended) multiplied by the (ii) the number of additional Target Class A-2 Convertible Preferred Units purchased;

 

WHEREAS, on January 31, 2025, the Target and the Purchaser entered into a securities purchase agreement pursuant to which the Target agreed to sell, and the Purchaser agreed to purchase an additional (i) 833,333 Target Class A-2 Convertible Preferred Units and (ii) warrant to purchase 833,333 Class A units of the Target, for an aggregate purchase price of approximately $8,500,000 (the “Additional Class A-2 Convertible Preferred Investment”) and such purchase will eliminate the Purchaser’s obligation to make the Series A Preferred Stock Investment pursuant to the terms of the Letter Agreement;

 

WHEREAS, in light of the elimination of the Purchaser’s obligation to make the Series A Preferred Stock Investment pursuant to the terms of the Letter Agreement upon funding of the Additional Class A-2 Convertible Preferred Investment, the Parties hereto desire to terminate the Agreement upon the terms and subject to the conditions set forth herein; and

 

WHEREAS, pursuant to Section 5.1 of the Agreement, the Parties may terminate the Agreement by mutual written consent of the Parties.

 

 

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1. Termination of the Agreement. Subject to the terms and conditions of this Termination Agreement, the Agreement is hereby terminated with immediate effect upon the Purchaser making the Additional Class A-2 Convertible Preferred Investment (the “Termination Date”). From and after the Termination Date, the Agreement will be of no further force or effect, and all rights and obligations of each of the Parties thereunder shall terminate.

 

2. Representations and Warranties. Each Party hereby represents and warrants to the other Party that:

 

(a) It has the full right, power, and authority to enter into this Termination Agreement and to perform its obligations hereunder.

 

(b) The execution of this Termination Agreement by the individual whose signature is set forth at the end of this Termination Agreement on behalf of such Party, and the delivery of this Termination Agreement by such Party, have been duly authorized by all necessary action on the part of such Party.

 

(c) This Termination Agreement has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Parties hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity.

 

(d) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 3 AND 4 OF THE AGREEMENT AND IN THIS SECTION 2 OF THIS TERMINATION AGREEMENT, (A) NO PARTY HERETO NOR ANY PERSON ON SUCH PARTY’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT, IN ENTERING INTO THIS TERMINATION AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY ANY OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 2.

 

3. Miscellaneous.

 

(a) Notices. All notices and other communications given or made pursuant to this Termination Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the Party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Inflection Point Acquisition Corp. II, 167 Madison Avenue, Suite 205, New York, New York 10016, Attn: Michael Blitzer, Chairman and Chief Executive Officer, email: blitzer@kingstowncapital.com, with a copy to the Company’s counsel at: White & Case LLP, 1221 6th Avenue New York, New York 10020, Attn: Joel Rubinstein, Esq., email: joel.rubinstein@whitecase.com. All communications to the Target shall be sent to the Target’s address as set forth on the signature page of this Termination Agreement, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 3(a). All communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page of this Termination Agreement, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 3(a). 

 

(b) Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the Termination Date.

 

 

(c) Entire Agreement. This Termination Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the Parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the Parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

 

(d) Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Termination Agreement are binding upon, and inure to the benefit of and are enforceable by, the Parties hereto and their respective successors. Nothing in this Termination Agreement, express or implied, is intended to confer upon any Person other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Termination Agreement, except as expressly provided in this Termination Agreement.

 

(e) Assignments. Except as otherwise specifically provided herein, no Party hereto may assign either this Termination Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties.

 

(f) Counterparts. This Termination Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

 

(g) Headings. The section headings contained in this Termination Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Termination Agreement.

 

(h) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Termination Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

 

(i) Jurisdiction. Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Termination Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of Delaware. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the Termination Agreement), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Termination Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any Party shall commence an action or proceeding to enforce any provisions of this Termination Agreement, then, the prevailing Party in such action or proceeding shall be reimbursed by the non-prevailing Party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

 

 

(j) WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS TERMINATION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

 

(k) Amendments. This Termination Agreement may not be amended, modified or waived as to any particular provision except with the prior written consent of the Parties.

 

(l) Severability. The provisions of this Termination Agreement will be deemed severable and the invalidity or unenforceability of any provision herein will not affect the validity or enforceability of the other provisions hereof; provided, that if any provision of this Termination Agreement, as applied to any Party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the Parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

 

(m) Expenses. Each of the Parties will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Termination Agreement, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.

 

(n) Construction. The Parties hereto have participated jointly in the negotiation and drafting of this Termination Agreement. If an ambiguity or question of intent or interpretation arises, this Termination Agreement will be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof will arise favoring or disfavoring any Party hereto because of the authorship of any provision of this Termination Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Termination Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Termination Agreement as a whole and not to any particular subdivision unless expressly so limited. The Parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any Party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such Party hereto has not breached will not detract from or mitigate the fact that such Party hereto is in breach of the first representation, warranty, or covenant.

 

(o) Waiver. No waiver by any Party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF, the Parties have executed this Termination Agreement as of the date first written above.

 

PURCHASER:
INFLECTION POINT FUND I, LP
By:	/s/ Michael Blitzer
Name:	Michael Blitzer
Title:	Chief Investment Officer
Address for Notices: 1680 Michigan Avenue, Suite 700, #1016, Miami Beach, FL 33139
New York NY 10022 USA
Attn: Michael Blitzer, Chief Investment Officer
E-mail: blitzer@kingstowncapital.com

 

TARGET:
USA RARE EARTH, LLC
By:	/s/ David Kronenfeld
Name:	David Kronenfeld
Title:	Chief Legal Officer
Address for Notices: 100 W Airport Road, Stillwater, OK 74075
Attn.: David Kronenfeld, Chief Legal Officer
E-mail: David.kronenfeld@usare.com

 

COMPANY:
INFLECTION POINT ACQUISITION CORP. II
By:	/s/ Michael Blitzer
Name:	Michael Blitzer
Title:	Chief Executive Officer

 

Address for Notices: 167 Madison Avenue, Suite 205 #1017
New York NY 10016 USA
Attn: Michael Blitzer, Chief Investment Officer
E-mail: blitzer@kingstowncapital.com
With a copy to (which shall not constitute notice): White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Attn.: Joel Rubinstein
Email: joel.rubinstein@whitecase.com

 

[Signature Page to Termination Agreement]

 

 

5

 

v3.25.0.1

Cover	Jan. 30, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2025
Entity File Number	001-41711
Entity Registrant Name	Inflection Point Acquisition Corp. II
Entity Central Index Key	0001970622
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	167 Madison Avenue Suite 205 #1017
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	476-6908
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	IPXXU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	IPXX
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	IPXXW
Security Exchange Name	NASDAQ

---