Inflection Point Acquisition CORP. II 8-K Filing

Ticker: USAR · Form: 8-K · Filed: Feb 4, 2025 · CIK: 1970622

Sentiment: neutral

Filing Stats: 2,710 words · 11 min read · ~9 pages · Grade level 19.4 · Accepted 2025-02-04 06:11:35

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UNITED 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 4, 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 7.01 Regulation FD Disclosure. As previously disclosed, on August 21, 2024, Inflection Point Acquisition Corp. II (" Inflection Point ") entered into a business combination agreement with USA Rare Earth, LLC ("USARE"). A copy of an updated presentation that the Company and USARE will be using as part their presentations to investors and analysts is being furnished as Exhibit 99.1 attached hereto and is incorporated herein by reference. The information furnished pursuant to Items 7.01 and 9.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the " Securities Act "), or the Exchange Act, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing. By furnishing the information contained in this Current Report on Form 8-K, including Exhibit 99.1 hereto, the Company makes no admission as to the materiality of any such information that is required to be disclosed solely by reason of Regulation FD. Additional Information and Where to Find It The proposed business combination between Inflection Point and USARE pursuant to Business Combination Agreement, dated August 21, 2024 (as amended on November 12, 2024 and January 30, 2025 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 ") 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 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. A

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