Statistik Asas
| CIK | 1970622 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Inflection Point Acquisition Corp. II
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41711 USA Rare E |
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| August 11, 2025 |
Form of RSU Agreement for Directors Exhibit 10.6 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE USA Rare Earth, Inc., a Delaware corporation (the “Company”), pursuant to the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of restricted stock units (“RSUs”) set forth below, each of which represents the righ |
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| August 11, 2025 |
Form of RSU Agreement for Officers and Employees Exhibit 10.4 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE USA Rare Earth, Inc., a Delaware corporation (the “Company”), pursuant to the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of restricted stock units (“RSUs”) set forth below, each of which represents the righ |
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| August 11, 2025 |
Severance and Change of Control Protection Plan Exhibit 10.3 USA RARE EARTH, INC. SEVERANCE AND CHANGE OF CONTROL PROTECTION PLAN 1.ESTABLISHMENT; PURPOSE (a)Establishment. USA Rare Earth, Inc. (the “Company”) hereby establishes this USA Rare Earth, Inc. Severance and Change of Control Protection Plan (the “Plan”). (b)Purpose. The purpose of the Plan is to provide the Chief Executive Officer and certain other executives of the Company designate |
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| August 11, 2025 |
USA Rare Earth Reports its Second Quarter 2025 Financial Results Exhibit 99.1 USA Rare Earth Reports its Second Quarter 2025 Financial Results STILLWATER, Okla. - August 11, 2025 – USA Rare Earth, Inc. (Nasdaq: USAR) (“USAR” or the “Company”) today announced its financial and operational results for the second quarter and six months ended June 30, 2025. Second Quarter Highlights •Stillwater, Oklahoma magnet facility on track for 1Q26 commissioning. •12 MOUs and |
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| August 11, 2025 |
Form of RSU Agreement for Certain Officers and Employees Exhibit 10.5 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE USA Rare Earth, Inc., a Delaware corporation (the “Company”), pursuant to the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of restricted stock units (“RSUs”) set forth below, each of which represents the righ |
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| August 11, 2025 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-287411 PROSPECTUS SUPPLEMENT No. 2 (to Prospectus dated July 2, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 2, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287411). Capitalized terms used in this prospectus suppleme |
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| August 11, 2025 |
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): August 11, 2025 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 11, 2025 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 PROSPECTUS SUPPLEMENT No. 1 (to Prospectus dated July 21, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287410). Capitalized terms used in this prospectus supple |
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| July 23, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) USA Rare Earth, Inc. |
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| July 23, 2025 |
As filed with the United States Securities and Exchange Commission on July 23, 2025 As filed with the United States Securities and Exchange Commission on July 23, 2025 Registration No. |
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| July 21, 2025 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 USA RARE EARTH, INC. Primary Offering of up to 115,748,969 SHARES OF COMMON STOCK Secondary Offering of up to 140,665,609 SHARES OF COMMON STOCK 6,000,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK This prospectus relates to the offer and sale by USA Rare Earth, Inc., a Delaware corporation (“us,” “we,” “New USARE,” or the “Company”) of |
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| July 11, 2025 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-287411 PROSPECTUS SUPPLEMENT No. 1 (to Prospectus dated July 2, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated July 2, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287411). Capitalized terms used in this prospectus suppleme |
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| July 10, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) USA RARE EARTH, INC. |
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| July 10, 2025 |
As filed with the U.S. Securities and Exchange Commission on July 9, 2025 As filed with the U.S. Securities and Exchange Commission on July 9, 2025 Registration No. 333-287410 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorpora |
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| July 9, 2025 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-283181 PROSPECTUS SUPPLEMENT No. 5 (to Prospectus dated February 14, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2025 (the “Prospectus”), as which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283181), as amended by Post-Effective Amendmen |
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| July 9, 2025 |
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): July 4, 2025 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission File |
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| July 9, 2025 |
Separation Agreement between USA Rare Earth, Inc. and Steve Ridge, dated July 5, 2025. Exhibit 10.1 July 5, 2025 Mr. Steve Ridge Re: Separation and General Release Agreement Dear Steve: This Separation and General Release Agreement (this “Agreement”) confirms your retirement and separation from USA Rare Earth, Inc. (the “Company,” and together with its subsidiaries and affiliates, the “Company Group”), effective as of July 4, 2025 (the “Separation Date”). All compensation and benefi |
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| July 2, 2025 |
USA RARE EARTH, INC. Secondary Offering of 21,428,572 SHARES OF COMMON STOCK Filed pursuant to Rule 424(b)(3) Registration No. 333-287411 USA RARE EARTH, INC. Secondary Offering of 21,428,572 SHARES OF COMMON STOCK This prospectus relates to the offer and resale, from time to time, by the selling stockholder named in this prospectus (including its transferees, donees, pledgees or other successors-in-interest (the “Selling Stockholder”) of up to 21,428,572 shares of common |
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| July 1, 2025 |
Other Events, Submission of Matters to a Vote of Security Holders 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): July 1, 2025 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission File |
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| July 1, 2025 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-283181 PROSPECTUS SUPPLEMENT No. 4 (to Prospectus dated February 14, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2025 (the “Prospectus”), as which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283181), as amended by Post-Effective Amendmen |
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| June 18, 2025 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-283181 PROSPECTUS SUPPLEMENT No. 3 (to Prospectus dated February 14, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2025 (the “Prospectus”), as which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283181), as amended by Post-Effective Amendmen |
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| June 18, 2025 |
Exhibit 99.1 Page USA Rare Earth Financial Statements Consolidated Audited Financial Statements Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-5 Consolidated Statement of Mezzanine Equity for the Year Ended December 31, 2024 F-6 Consol |
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| June 18, 2025 |
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): June 16, 2025 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission File |
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| June 17, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) USA RARE EARTH, INC. |
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| June 17, 2025 |
As filed with the U.S. Securities and Exchange Commission on June 16, 2025 As filed with the U.S. Securities and Exchange Commission on June 16, 2025 Registration No. 333-287410 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorpor |
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| June 16, 2025 |
As filed with the U.S. Securities and Exchange Commission on June 16, 2025 As filed with the U.S. Securities and Exchange Commission on June 16, 2025 Registration No. 333-287411 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorpor |
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| June 11, 2025 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-283181 PROSPECTUS SUPPLEMENT No. 2 (to Prospectus dated February 14, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283181), as amended by Post-Effective Amendment N |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 20, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 19, 2025 As filed with the U.S. Securities and Exchange Commission on May 19, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorporation or organization) (Pr |
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| May 20, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) USA RARE EARTH, INC. |
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| May 20, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 19, 2025 As filed with the U.S. Securities and Exchange Commission on May 19, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorporation or organization) (Pr |
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| May 20, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) USA RARE EARTH, INC. |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41711 USA RARE E |
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| May 15, 2025 |
Form of Warrant issued to PIPE Investors Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 14, 2025 |
USA Rare Earth Reports its First Quarter 2025 Financial Results Exhibit 99.1 USA Rare Earth Reports its First Quarter 2025 Financial Results STILLWATER, Okla. - May 14, 2025 – USA Rare Earth, Inc. (Nasdaq: USAR) (“USAR” or the “Company”) today announced its financial results for the first quarter ended March 31, 2025. First Quarter Highlights ● Merged with Inflection Point and began trading on Nasdaq on March 14 ● Commissioned our Innovations Lab at our Stillw |
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| May 14, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 14, 2025 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 5, 2025 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2025 by and among USA Rare Earth, Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Amended and Restated Securities Purchase Agreement, dated as of April 29, 2025, between the Company and each of the Investors identifi |
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| May 5, 2025 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2025, by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (including its successors and assigns, the “Purchasers”). WHEREAS, t |
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| May 5, 2025 |
USA Rare Earth Announces Closing of $75 Million PIPE Financing Exhibit 99.1 USA Rare Earth Announces Closing of $75 Million PIPE Financing STILLWATER, Okla. – May 5, 2025 – USA Rare Earth, Inc. (Nasdaq: USAR) (USAR or the Company), today announced the closing of its previously announced private investment in public equity (“PIPE”) financing. The PIPE is with a single institutional investor for total gross proceeds of $75 million. The Company intends to use th |
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| May 5, 2025 |
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): May 1, 2025 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission File N |
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| May 5, 2025 |
Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| May 5, 2025 |
Common Stock Purchase Warrant, Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 5, 2025 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK OF USA RARE EARTH, INC. USA Rare Earth, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is USA Rare Earth, Inc. Th |
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| May 5, 2025 |
Exhibit 4.5 WAIVER TO WARRANT AGREEMENT This Waiver is made and entered into as of April , 2025 (this “Waiver”), by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”) and the undersigned holder (the “Warrant Holder”) of a warrant to purchase shares of common stock, par value $0.0001 per share, of the Company, initially exercisable on March 13, 2025 and expiring on March 13, 2 |
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| April 30, 2025 |
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): April 29, 2025 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 30, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 30, 2025 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2025, by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (including its successors and assigns, the “Purchasers”). WHEREAS, the Company and each Purchaser is executing |
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| April 30, 2025 |
Form of Registration Rights Agreement by and between the Company and the Purchaser. Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April [ ], 2025 by and among USA Rare Earth, Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated as of April 29, 2025, between the Company and each of the Investors identified on the signatu |
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| April 30, 2025 |
USA Rare Earth Announces $75 million PIPE Investment Exhibit 99.1 USA Rare Earth Announces $75 million PIPE Investment STILLWATER, Okla. – April 30, 2025 – USA Rare Earth, Inc. (Nasdaq: USAR) (USAR or the Company) today announced that it has entered into a securities purchase agreement with a single new fundamental institutional investor to raise $75 million of equity capital via a private investment in public equity (“PIPE”). The Company intends to |
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| April 30, 2025 |
Exhibit 4.2 [FORM OF PRE-FUNDED WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE |
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| April 25, 2025 |
Exhibit 16.1 April 25, 2025 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street N. W. Washington, DC 20549 Re: USA Rare Earth, Inc. Ladies and Gentlemen: We have read Item 4.01 of Form 8-K filed with the U.S. Securities and Exchange Commission on April 25, 2025 of USA Rare Earth, Inc., formerly known as Inflection Point Acquisition Corp. II (the “Company”) and agree |
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| April 25, 2025 |
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): April 23, 2025 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 22, 2025 |
As filed with the Securities and Exchange Commission on April 21, 2025 As filed with the Securities and Exchange Commission on April 21, 2025 Registration No. |
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| April 21, 2025 |
April 21, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D. |
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| March 31, 2025 |
Descriptions of Registrant’s Securities. Exhibit 4.6 DESCRIPTION OF SECURITIES The following summary of the material terms of the capital stock of USA Rare Earth, Inc. (the “Company”) is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our certificate of incorporation, the Series A Preferred Stock Certificate of Designation, our bylaws, the Warrant Agreement, and the |
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| March 31, 2025 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2024, is made and entered into by and among USA Rare Earth, Inc. a Delaware corporation (formerly known as Inflection Point Acquisition Corp. II, a Cayman Islands exempted company limited by shares, prior to the Domestic |
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| March 31, 2025 |
Exhibit 10.38 SEVENTH AMENDED AND RESTATED OPERATING AGREEMENT OF USA RARE EARTH, LLC This SEVENTH AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of USA RARE EARTH, LLC, a Delaware limited liability company (the “Company”), effective as of March 13, 2025 (the “Effective Date”), is entered into by and between the Company and USA RARE EARTH INC. (f/k/a INFLECTION POINT ACQUISITION CORP. |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41711 USA Rare Earth, Inc. (Exac |
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| March 31, 2025 |
Exhibit 97.1 USA Rare Earth, Inc. Clawback Policy (Adopted March 13, 2025) The Board of Directors (the “Board”) of USA Rare Earth, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to establish and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board |
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| March 31, 2025 |
USA Rare Earth, Inc. Insider Trading Policy Exhibit 19 USA RARE EARTH, INC. INSIDER TRADING POLICY (Adopted March 13, 2025) This Insider Trading Policy (this “Policy”) provides guidance to directors, officers, employees and consultants of USA Rare Earth, Inc. and its subsidiaries (collectively, the “Company”) with respect to transactions in the Company’s securities (such as common stock, options to buy or sell common stock, warrants, conver |
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| March 24, 2025 |
Exhibit 99.1 Index to Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195) F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Shareholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 to F-26 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of |
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| March 24, 2025 |
As filed with the Securities and Exchange Commission on March 21, 2025 As filed with the Securities and Exchange Commission on March 21, 2025 Registration No. |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporat |
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| March 19, 2025 |
Exhibit 10.40 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”). WHEREAS, the Company expects Indemnitee to join the Company as a member of the board of directors of the Company (the “Board”); WHEREAS, both the Company and Indemn |
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| March 19, 2025 |
Exhibit 99.6 USA Rare Earth and Inflection Point Acquisition Corp. II Announce Closing of Business Combination and Upsized PIPE Funding USA Rare Earth to Begin Trading on March 14th on the Nasdaq Under New Ticker Symbol “USAR” STILLWATER, OK – March 13, 2025 – USA Rare Earth, Inc. (“USARE” or the “Company”), a company building out a domestic rare earth magnet supply chain that includes the mining |
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| March 19, 2025 |
Exhibit 3.4 USA RARE EARTH, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Michael Blitzer, does hereby certify that: 1. He is the Chief Executive Officer of USA Rare Earth, Inc., a Delaware corporation (the “Corporation”). 2. The Corp |
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| March 19, 2025 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF USARE Exhibit 99.4 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF USARE Unless the context otherwise requires, all references in this section to “we”, “us”, “our”, “USARE”, or the “Company” refer to USA Rare Earth, LLC and its subsidiaries prior to the consummation of the Business Combination and, after the consummation of the Business Combination, USA Rare Eart |
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| March 19, 2025 |
Exhibit 2.5 Execution Version PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on March 12, 2025 and sets forth the terms and conditions pursuant to which Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (“IPXX”), shall effect a domestication into a Delaware corporation (the “Domestication”) to be known as USA Rare Earth, Inc., pursuant |
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| March 19, 2025 |
Exhibit 10.36 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN [PERFORMANCE] RESTRICTED STOCK UNIT GRANT NOTICE USA Rare Earth, Inc., a Delaware corporation (the “Company”), pursuant to the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of restricted stock units (“RSUs”) set forth below, each of which repr |
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| March 19, 2025 |
Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 19, 2025 |
Exhibit 3.2 CERTIFICATE OF INCORPORATION OF USA RARE EARTH, INC. * * * * * ARTICLE I NAME The name of the Corporation is USA Rare Earth, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 1521 Concord Pike, Suite 201, Wilmington, County of New Castle, State of Delaware, 19803. The name of the register |
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| March 19, 2025 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.3 Index to Consolidated Financial Statements Page Number Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-4 Consolidated Statement of Mezzanine Equity for the Year Ended December 31, 2024 F-5 Consolidated Statements of Shareho |
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| March 19, 2025 |
Exhibit 4.2 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW USA RARE EARTH, INC. Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that, or registered assigns, is the registered hold |
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| March 19, 2025 |
Exhibit 10.5 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March [●], 2025, 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 the purchaser identified on the signature pages hereto (including its su |
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| March 19, 2025 |
Exhibit 2.4 CERTIFICATE OF MERGER OF IPXX MERGER SUB, LLC WITH AND INTO USA RARE EARTH, LLC March 13, 2025 Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, as amended, the undersigned has executed the following Certificate of Merger: 1. The name and jurisdiction of formation of the surviving limited liability company is USA Rare Earth, LLC, a Delaware limited liab |
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| March 19, 2025 |
Exhibit 4.4 COMMON STOCK PURCHASE WARRANT USA Rare Earth, Inc. Warrant Shares: [] Initial Exercise Date: March 13, 2025 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ |
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| March 19, 2025 |
Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION USA Rare Earth, Inc. (“New USARE” f/k/a Inflection Point Acquisition Corp. II, “Inflection Point”) is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination and related transactions. The following unaudited pro form |
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| March 19, 2025 |
Exhibit 10.3 Execution Version FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of March 13, 2025, is made and entered into by and among USA Rare Earth, Inc., a Delaware corporation (the “Company”) (formerly known as Inflection Point Acquisition Corp. II, a Cayman Islands exempted company limited by shares, prior to its domestication as a Delaware corporation), and Inf |
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| March 19, 2025 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 Index to Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195) F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Shareholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 to F-26 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of |
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| March 19, 2025 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF DOMESTICATION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION PURSUANT TO SECTION 388 OF THE DELAWARE GENERAL CORPORATION LAW Inflection Point Acquisition Corp. II, presently a Cayman Islands exempted company, organized and existing under the laws of the Cayman Islands (the “Non-Delaware Corporation”), does hereby certify: 1) The Non-Delaware |
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| March 19, 2025 |
Exhibit 10.32 Execution Version ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT This ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2025 (the “Effective Date”), by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to Closing and be renamed USA R |
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| March 19, 2025 |
Exhibit 10.35 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN 1. ESTABLISHMENT OF THE PLAN USA Rare Earth, Inc., a Delaware corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “USA Rare Earth, Inc. 2024 Omnibus Incentive Plan,” as amended from time to time (the “Plan”). Exhibit A, which is incorporated by reference, defines certain terms used in the |
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| March 19, 2025 |
Exhibit 3.3 USA Rare Earth, Inc. BYLAWS Table of Contents STOCKHOLDERS MEETINGS 1 1. Time and Place of Meetings 1 2. Annual Meetings 1 3. Special Meetings 1 4. Notice of Meetings 1 5. Inspectors 1 6. Quorum 2 7. Voting; Proxies 2 8. Order of Business 2 9. Notice of Stockholder Proposals 2 10. Notice of Director Nominations 5 11. Additional Provisions Relating to the Notice of Stockholder Business |
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| March 19, 2025 |
Exhibit 21.1 Subsidiary Jurisdiction of formation USA Rare Earth, LLC Delaware USA Rare Earth Magnets, LLC Delaware Round Top Mountain Development, LLC Delaware USA Rare Earth Technologies, LLC Delaware USA Rare Earth Services, LLC Florida USA Rare Earth Management Co, LLC Florida USA Rare Earth Real Estate, LLC Oklahoma |
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| March 19, 2025 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2024, is made and entered into by and among USA Rare Earth, Inc. a Delaware corporation (formerly known as Inflection Point Acquisition Corp. II, a Cayman Islands exempted company limited by shares, prior to the Domestic |
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| March 19, 2025 |
Exhibit 99.2 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. References to the “Company,” “Inflection Point Acquisition Corp. II,” “our,” “us” or “we” refer to Inflection Point Acquisition Corp. II. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financ |
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| March 19, 2025 |
Exhibit 10.39 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE USA Rare Earth, Inc., a Delaware corporation (the “Company”), pursuant to the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of shares of Restricted Stock (“Restricted Stock”) set forth below. This award is subject |
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| March 19, 2025 |
Exhibit 10.37 Execution Version TERMINATION AGREEMENT This Termination Agreement, dated as of March 13, 2025 (the “Termination Agreement”), by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Maker”) and Michael Blitzer (the “Payee” and together with the Maker, the “Parties” and each, a “Party”). Capitalized terms used, but not otherwise defined, herein shal |
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| March 19, 2025 |
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): March 19, 2025 (March 13, 2025) USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation |
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| March 18, 2025 |
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): March 18, 2025 (March 12, 2025) USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation |
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| March 18, 2025 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF DOMESTICATION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION PURSUANT TO SECTION 388 OF THE DELAWARE GENERAL CORPORATION LAW Inflection Point Acquisition Corp. II, presently a Cayman Islands exempted company, organized and existing under the laws of the Cayman Islands (the “Non-Delaware Corporation”), does hereby certify: 1) The Non-Delaware |
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| March 18, 2025 |
Bylaws of USA Rare Earth, Inc. Exhibit 3.3 USA Rare Earth, Inc. BYLAWS TABLE OF CONTENTS STOCKHOLDERS MEETINGS 1 1. Time and Place of Meetings 1 2. Annual Meetings 1 3. Special Meetings 1 4. Notice of Meetings 1 5. Inspectors 1 6. Quorum 2 7. Voting; Proxies 2 8. Order of Business 2 9. Notice of Stockholder Proposals 2 10. Notice of Director Nominations 5 11. Additional Provisions Relating to the Notice of Stockholder Business |
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| March 18, 2025 |
Exhibit 2.1 Execution Version PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on March 12, 2025 and sets forth the terms and conditions pursuant to which Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (“IPXX”), shall effect a domestication into a Delaware corporation (the “Domestication”) to be known as USA Rare Earth, Inc., pursuant |
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| March 18, 2025 |
Certificate of Incorporation of USA Rare Earth, Inc. Exhibit 3.2 CERTIFICATE OF INCORPORATION OF USA RARE EARTH, INC. * * * * * ARTICLE I NAME The name of the Corporation is USA Rare Earth, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 1521 Concord Pike, Suite 201, Wilmington, County of New Castle, State of Delaware, 19803. The name of the register |
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| March 17, 2025 |
Exhibit 10.2 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of March 24, 2025 (the “Effective Date”), by and between USA Rare Earth, LLC, a Delaware limited liability company (the “Company”), and William Robert Steele Jr., an individual resident of the State of California (“Executive”). WHEREAS, the Company desires to employ Executive as the Chief Financi |
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| March 17, 2025 |
Exhibit 10.1 Execution Version ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT This ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2025 (the “Effective Date”), by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to Closing and be renamed USA Ra |
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| March 17, 2025 |
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): March 17, 2025 (March 12, 2025) USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation |
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| March 11, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 11, 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) |
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| March 11, 2025 |
Exhibit 10.1 Date: March 11, 2025 To: Inflection Point Acquisition Corp. II (“IPXX”), a Cayman Islands exempted company (“Counterparty”) and USA Rare Earth LLC, a Delaware limited liability company (the “Target”). Address: 100 W Airport Road, Stillwater, OK 74075 From: [●] and [●] (each, a “Seller”) Re: Amended & Restated Confirmation to Share Forward Transaction to Non-Redemption Agreement The pu |
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| March 10, 2025 |
Submission of Matters to a Vote of Security Holders 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): March 10, 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) |
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| March 7, 2025 |
Financial Statements and Exhibits, Other Events 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): March 7, 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) |
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| March 7, 2025 |
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): March 7, 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) |
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| March 7, 2025 |
Exhibit 3.1 USA RARE EARTH, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, [●], does hereby certify that: 1. He is the Chief Executive Officer of USA Rare Earth, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is a |
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| March 7, 2025 |
Exhibit 3.1 USA RARE EARTH, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, [●], does hereby certify that: 1. He is the Chief Executive Officer of USA Rare Earth, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is a |
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| February 25, 2025 |
EX-99.A 2 ck0001910592-ex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Inflection Point Acquisition Corp. II is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions |
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| February 18, 2025 |
424B3 1 ea0220524-07.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-283181 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF INFLECTION POINT ACQUISITION CORP. II (A CAYMAN ISLANDS EXEMPTED COMPANY) AND PROSPECTUS FOR UP TO 171,952,234 SHARES OF COMMON STOCK, 4,630,896 SHARES OF SERIES A PREFERRED STOCK, 20,150,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND SERIES A P |
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| February 14, 2025 |
Filed by Inflection Point Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283181 Subject Company: USA Rare Earth, LLC Date: February 14, 2025 Set forth below is a transcript of the USA Rare Earth Analyst Day held on February 12, 2025 discussing the proposed business combi |
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| February 14, 2025 |
JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| February 14, 2025 |
Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares of Inflection Point Acquisition Corp. |
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| February 14, 2025 |
Inflection Point Acquisition Corp. II 167 Madison Avenue, Suite 205 #1017 New York, New York 10016 Inflection Point Acquisition Corp. II 167 Madison Avenue, Suite 205 #1017 New York, New York 10016 USA Rare Earth, LLC 100 W Airport Road, Stillwater, Oklahoma 74075 February 14, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D.C. 20549 Re: Inflection Point Acquisition Corp. II USA Rare E |
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| February 13, 2025 |
Exhibit 10.22 Subscription Agreement THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS |
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| February 13, 2025 |
Exhibit 10.28 HM 6/2000 MINING LEASE M-113629 WHEREAS, pursuant to Chapter 53, Subchapter C of the Texas Natural Resources Code, the following described land: SW/4 of SE/4 of SE/4 of Section 12, Block 72, T-7, T&P Ry. Co., and N/2 of the NE/4 of Section 13, Block 72, T-7, T&P Ry. Co. containing -9JL.. acres, more or less, in Hudspeth County, Texas, (hereinafter referred to as the “leased premises” |
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| February 13, 2025 |
Employment Agreement by and between USA Rare Earth, LLC and Joshua Ballard dated December 16, 2024 Exhibit 10.19 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of December 16, 2024 (the “Effective Date”), by and between USA Rare Earth, LLC, a Delaware limited liability company (the “Company”), and Joshua Ballard, an individual resident of the State of California (“Executive”). WHEREAS, the Company desires to employ Executive as the Chief Executive Offi |
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| February 13, 2025 |
Exhibit 10.29 Memorandum Of Assignment and Assumption Agreement (Mining Leases) This Memorandum of Assignment and Assumption Agreement (Mining Leases) (this “Memorandum”), executed to be effective as of May 17, 2021 (the “Effective Date”), is by and between Texas Mineral Resources Corp., a Delaware corporation, successor by name change to Texas Rare Earth Resources Corp. (“Assignor”), and Round To |
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| February 13, 2025 |
Exhibit 10.26 The State of Texas Austin, Texas GROUNDWATER LEASE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF HUDSPETH § This Groundwater Lease (the “Lease”) is granted by virtue of the authority granted in Chapter 51, TEX. NAT. RES. CODE ANN. 31 TEX. ADMIN. CODE Chapter 13 (Land Resources), et seq., and all other applicable statutes and rules, as the same may be amended from time |
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| February 13, 2025 |
Exhibit 10.11 FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED EQUITY INCENTIVE PLAN OF USA RARE EARTH, LLC This First Amendment (this “Amendment”) to the Second Amended and Restated Equity Incentive Plan of USA Rare Earth, LLC (the “Company”) dated August 26, 2022 (as amended or restated from time to time, the “Plan”) is entered into as of November 2, 2022 (the “Effective Date”). Capitalized te |
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| February 13, 2025 |
Exhibit 10.17 CEO TRANSITION AGREEMENT December 1, 2022 Thayer Smith 1700 S. MacDill Ave., Ste. 340 Tampa, FL 33629 Dear Mr. Smith, This letter agreement (the “Agreement”) sets forth the terms and conditions of the agreement between Bayshore Capital Holdings Group, LLC (BCHG), you and USA Rare Earth, LLC (the “Company”) regarding our mutual agreement on your resignation and transition from the Com |
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| February 13, 2025 |
Exhibit 10.12 SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED EQUITY INCENTIVE PLAN OF USA RARE EARTH, LLC This Second Amendment (this “Amendment”) to the Second Amended and Restated Equity Incentive Plan of USA Rare Earth, LLC (the “Company”) dated August 26, 2022, and as amended November 2, 2022 (and as further amended or restated from time to time, the “Plan”) is entered into as of February |
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| February 13, 2025 |
Exhibit 10.23 Subscription Agreement THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS |
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| February 13, 2025 |
Exhibit 10.21 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (“Agreement”) is entered into by and between USA Rare Earth LLC (“Employer”) and Affie Simanikas (“Employee”). In consideration of the mutual covenants, conditions and promises set forth in this Agreement, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged |
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| February 13, 2025 |
List of Subsidiaries of USA Rare Earth, LLC Exhibit 21.1 Subsidiary Jurisdiction of formation USA Rare Earth Magnets, LLC Delaware Round Top Mountain Development, LLC Delaware USA Rare Earth Technologies, LLC Delaware USA Rare Earth Services, LLC Florida USA Rare Earth Management Co, LLC Florida USA Rare Earth Real Estate, LLC Oklahoma |
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| February 13, 2025 |
Employment Agreement by and between USA Rare Earth, LLC and Chris Boling dated October 24, 2024 Exhibit 10.20 OFFER OF EMPLOYMENT | CORPORATE CONTROLLER October 24, 2024 Chris Boling Via: [email protected] Dear Chris, We are pleased to offer you the full-time position of Corporate Controller at USA Rare Earth LLC (the “Company”), with a start date to be agreed before November 1, 2024. You will be reporting directly to the Board of Managers until a Chief Executive Officer is identified. We |
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| February 13, 2025 |
Exhibit 2.6 CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”), effective as of May 17, 2021 (the “Effective Date”), is among USA Rare Earth, LLC, a Delaware limited liability company (“USARE”), Texas Mineral Resources Corp., a Delaware corporation (“TMRC”), and Round Top Mountain Development, LLC, a Delaware limited liability company (the “Company”). USARE, TMRC and the Company |
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| February 13, 2025 |
Addendum to the Steve Ridge Offer of Employment dated May 14, 2024 Exhibit 10.16 ADDENDUM TO OFFER OF EMPLOYMENT LETTER This Addendum, dated as of May 14, 2024 (this “Addendum”) is an addendum to that Offer of Employment dated March 17, 2023 (the “Offer Letter”), and is entered into by and between USA Rare Earth, LLC, a Delaware limited liability company (the “Company”) and Stephen Ridge (the “Employee”) (each of the Employee and the Company, a “Party,” and colle |
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| February 13, 2025 |
Exhibit 10.27 HM 6/2000 MINING LEASE M-113117 WHEREAS, on the 2nd day of September, 2011, Texas Rare Earth Resources Inc. properly made application for the right to prospect the following described land: SW/4, S/2 of NW/4, SW/4 of NE/4, W/2 of SE/4, SW/4 of NE/4 of SE/4 and W/2 of SE/4 of S E/4 of Section 7, Block 71, T-7, T&P Ry. Co.; NW/4, NW/4 of NE/4, NW/4 of NE/4 of NE/4, N/2 of SW/4 of NE/4, |
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| February 13, 2025 |
Offer of Employment by and between Steve Ridge and USA Rare Earth, LLC dated March 17, 2023 Exhibit 10.15 OFFER OF EMPLOYMENT | HEAD OF ENGINEERING & TECHNOLOGY March 17, 2023 Steve Ridge Via: [email protected] Dear Steve, We are pleased to offer you the full-time position of Head of Engineering and Technology at USA Rare Earth LLC (the “Company”), with a start date of April 24, 2023. You will be reporting directly to Tom Schneberger, Chief Executive Officer. We believe your skill |
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| February 13, 2025 |
Addendum to the David Kronenfeld Offer of Employment dated November 6, 2024 Exhibit 10.14 ADDENDUM TO OFFER OF EMPLOYMENT LETTER This Addendum, dated as of November 6, 2024 (this “Addendum”), shall supersede any and all prior addendums or modifications to the Offer of Employment dated March 14, 2021 (the “Offer Letter”), and is entered into by and between USA Rare Earth, LLC, a Delaware limited liability company (the “Company”) and David Kronenfeld (the “Executive”) (each |
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| February 13, 2025 |
Offer of Employment by and between David Kronenfeld and USA Rare Earth, LLC dated March 14, 2021 Exhibit 10.13 OFFER OF EMPLOYMENT | CHIEF LEGAL OFFICER & CORPORATE SECRETARY March 14, 2021 David Kronenfeld 1120 E. Kennedy Blvd, # 734 Tampa, FL 33602 [email protected] Dear David, I am delighted to offer you the position of Chief Legal Officer & Corporate Secretary with USA Rare Earth, LLC (USARE), reporting to the President. This is a full-time, permanent position with a start date of |
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| February 13, 2025 |
USA Rare Earth, LLC Second Amended and Restated Equity Incentive Plan effective August 26, 2022 Exhibit 10.10 USA RARE EARTH, LLC SECOND AMENDED AND RESTATED EQUITY INCENTIVE PLAN Effective August 26, 2022 1. Purpose. This Second Amended and Restated USA Rare Earth, LLC Equity Incentive Plan (the “Plan”) is intended to further the growth and success of USA Rare Earth, LLC, a Delaware limited liability company (the “Company”) by enabling Service Providers to acquire equity interests in the Co |
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| February 13, 2025 |
Exhibit 10.25 The State of Texas Austin, Texas SURFACE LEASE SL 20040002 (GRAZING/AGRICULTURAL) STATE OF TEXAS COUNTY OF HUDSPETH § § § KNOW ALL MEN BY THESE PRESENTS: This Surface Lease SL 20040002, (the “Lease”), is granted by virtue of the authority granted in Section 51.121, et se ., TEX. NAT. RES. CODE ANN. (Vernon Supp. 2002), 31 TEX. ADMIN. CODE§ 13 (Land Resources), et se ., and all other |
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| February 13, 2025 |
As filed with the Securities and Exchange Commission on February 13, 2025. As filed with the Securities and Exchange Commission on February 13, 2025. Registration No. 333-283181 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Inflection Point Acquisition Corp. II* (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdi |
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| February 13, 2025 |
Form of Incentive Unit Award Agreement of USA Rare Earth, LLC Exhibit 10.24 INCENTIVE UNIT AWARD AGREEMENT This Incentive Unit Award Agreement (this “Agreement”) is made as of the date of the last signature affixed hereto (the “Effective Date”), by and between USA Rare Earth, LLC, a Delaware limited liability company (the “Company”), and [GRANTEE NAME] (the “Grantee”). Capitalized terms used in this Agreement but not defined herein shall have the meanings as |
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| February 13, 2025 |
Exhibit 10.18 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (“Agreement”) is entered into by and between USA Rare Earth LLC (“Employer”) and Thomas J. Schneberger, Jr. (“Employee”). In consideration of the mutual covenants, conditions and promises set forth in this Agreement, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby a |
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| February 12, 2025 |
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 12, 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 incorporati |
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| February 12, 2025 |
h]0C]] IB0Cd0IC ItYt0w (YhYy ɸɶɸɻ Exhibit 99.1 h]0C]] IB0Cd0IC ItYt0w (YhYy ɸɶɸɻ About This Presentation This presentation and any accompanying materials (together with any oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination (the |
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| February 12, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 12, 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 incorporati |
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| February 12, 2025 |
h]0C]] IB0Cd0IC ItYt0w (YhYy ɸɶɸɻ Exhibit 99.1 h]0C]] IB0Cd0IC ItYt0w (YhYy ɸɶɸɻ About This Presentation This presentation and any accompanying materials (together with any oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination (the |
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| February 5, 2025 |
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 liabi |
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| February 5, 2025 |
Consent of Carolyn Trabuco to be Named as a Director Exhibit 99.4 Rule 438 Consent of Prospective Director In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 (File No. 333-283181) and all amendments (including post-effective amendments) thereto (the “Registration Statement”), filed by Inflection Point Acquisition Corp. II with the U.S. Sec |
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| February 5, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 jurisdict |
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| February 5, 2025 |
USA Rare Earth and Inflection Point Acquisition Corp. II Announce Upsized PIPE Filed by Inflection Point Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283181 Subject Company: USA Rare Earth, LLC Date: February 4, 2025 USA Rare Earth and Inflection Point Acquisition Corp. II Announce Upsized PIPE ● Inflection Point Fund and other related investors, |
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| February 5, 2025 |
Exhibit 3.7 STATE OF DELAWARE CERTIFICATE OF DOMESTICATION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION PURSUANT TO SECTION 388 OF THE DELAWARE GENERAL CORPORATION LAW Inflection Point Acquisition Corp. II, presently a Cayman Islands exempted company, organized and existing under the laws of the Cayman Islands (the “Non-Delaware Corporation”), does hereby certify: 1) The Non-Delaware |
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| February 5, 2025 |
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 |
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| February 5, 2025 |
Consent of Michael Senft to be Named as a Director Exhibit 99.3 Rule 438 Consent of Prospective Director In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 (File No. 333-283181) and all amendments (including post-effective amendments) thereto (the “Registration Statement”), filed by Inflection Point Acquisition Corp. II with the U.S. Sec |
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| February 5, 2025 |
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 |
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| February 5, 2025 |
As filed with the Securities and Exchange Commission on February 4, 2025. As filed with the Securities and Exchange Commission on February 4, 2025. Registration No. 333-283181 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Inflection Point Acquisition Corp. II* (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdic |
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| February 5, 2025 |
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 jurisdict |
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| February 5, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) INFLECTION POINT ACQUISITION CORP. |
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| February 5, 2025 |
Exhibit 99.1 2025 INFLECTION POINT ACQUISITION CORP. II PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. 194973 Inflection Point Acquisition Corp. II Proxy Card Rev6 Front to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : 59 p . m . , Eastern Time, on [ ––––– |
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| February 5, 2025 |
Exhibit 10.9 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 |
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| February 5, 2025 |
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 |
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| February 5, 2025 |
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 liabi |
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| February 5, 2025 |
Consent of Otto Schwethelm to be Named as a Director Exhibit 99.2 Rule 438 Consent of Prospective Director In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 (File No. 333-283181) and all amendments (including post-effective amendments) thereto (the “Registration Statement”), filed by Inflection Point Acquisition Corp. II with the U.S. Sec |
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| February 5, 2025 |
Exhibit 2.5 PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on [●], 2025 and sets forth the terms and conditions pursuant to which Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (“IPXX”), shall effect a domestication into a Delaware corporation (the “Domestication”) to be known as USA Rare Earth, Inc., pursuant to Sections 265 and 38 |
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| February 5, 2025 |
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 |
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| February 5, 2025 |
Specimen Common Stock Certificate of USA Rare Earth, Inc. Exhibit 4.5 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP USA RARE EARTH, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF USA RARE EARTH, INC. (THE “COMPANY”) transferable on the books of the Company in person or by duly authorized a |
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| February 4, 2025 |
EX-99.1 2 ea022979601ex99-1inflect2.htm INVESTOR PRESENTATION Exhibit 99.1 BUSINESS COMBINATION OVERVIEW FEBRUARY 2025 About This Presentation This presentation and any accompanying materials (together with any oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluati |
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| February 4, 2025 |
Exhibit 99.1 BUSINESS COMBINATION OVERVIEW FEBRUARY 2025 About This Presentation This presentation and any accompanying materials (together with any oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Pro |
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| February 4, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 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 incorporatio |
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| February 4, 2025 |
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 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 incorporatio |
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| February 4, 2025 |
February 4, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D. |
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| January 29, 2025 |
USA Rare Earth to Host Investor & Analyst Webinar on February 12, 2025 Filed by Inflection Point Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283181 Subject Company: USA Rare Earth, LLC Date: January 29, 2025 USA Rare Earth to Host Investor & Analyst Webinar on February 12, 2025 WHEAT RIDGE, CO – January 29, 2025 – USA Rare Earth, LLC (“U |
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| January 28, 2025 |
Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of January 22, 2025 (this “Amendment”), is entered into 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 Michael Blitzer (th |
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| January 28, 2025 |
Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of January 22, 2025 (this “Amendment”), is entered into 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 Michael Blitzer (th |
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| January 28, 2025 |
Filed by Inflection Point Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283181 Subject Company: USA Rare Earth, LLC Date: January 28, 2025 USA Rare Earth Achieves Breakthrough in Domestic Rare Earth Production Company Successfully Produces High-Purity Dysprosium Oxide U |
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| January 28, 2025 |
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): January 28, 2025 (January 22, 2025) INFLECTION POINT ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdict |
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| January 28, 2025 |
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): January 28, 2025 (January 22, 2025) INFLECTION POINT ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdict |
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| January 8, 2025 |
USA RARE EARTH SUCCESSFULLY PRODUCES ITS FIRST SINTERED RARE EARTH MAGNETS Filed by Inflection Point Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283181 Subject Company: USA Rare Earth, LLC Date: January 7, 2025 USA RARE EARTH SUCCESSFULLY PRODUCES ITS FIRST SINTERED RARE EARTH MAGNETS STILLWATER, OK – January 7, 2025 – USA Rare Earth, LLC (“ |
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| January 7, 2025 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| January 6, 2025 |
Exhibit 10.7 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [XXX], HAS BEEN OMITTED BECAUSE THE OMMITTED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Metal Sales and Tolling Framework Agreement ASM Korea Co., Ltd. USA Rare Earth, LLC Contents 1 Contents Table of contents 1 Definitions and interpretation 2 1 |
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| January 6, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) INFLECTION POINT ACQUISITION CORP. |
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| January 6, 2025 |
January 3, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D. |
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| January 6, 2025 |
As filed with the Securities and Exchange Commission on January 3, 2025. As filed with the Securities and Exchange Commission on January 3, 2025. Registration No. 333-283181 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Inflection Point Acquisition Corp. II* (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdict |
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| December 17, 2024 |
USA RARE EARTH APPOINTS JOSHUA BALLARD AS CHIEF EXECUTIVE OFFICER Filed by Inflection Point Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283181 Subject Company: USA Rare Earth, LLC Date: December 17, 2024 USA RARE EARTH APPOINTS JOSHUA BALLARD AS CHIEF EXECUTIVE OFFICER NEW YORK – December 17, 2024 – USA Rare Earth, LLC (“USARE” or t |
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| November 19, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF INFLECTION POINT ACQUISITION CORP. II RESOLVED, as a special resolution, THAT: Effective as of the earlier of the filing this amendment with the Cayman Registrar and November 29, 2024, unless the Board earlier abandons this amendment, the text of Article 51.7 of the Amended and Restated Memor |
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| November 19, 2024 |
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): November 19, 2024 (November 18, 2024) INFLECTION POINT ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdi |
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| November 15, 2024 |
SC 13G 1 schedule13gipxx111424.htm 13G IPXX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Inflection Point Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4790U102 (CUSIP Number) September 30, 2024 (Date of Event which Require |
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| November 14, 2024 |
SC 13G 1 ipxx111424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFLECTION POINT ACQUISITION CORP. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G4790U102 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of |
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| November 14, 2024 |
Exhibit 10.2 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 14, 2024, is made by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and the undersigned (the “Holder”). RECITALS WHEREAS, on August 21, 2024, the Company, IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly own |
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| November 14, 2024 |
SC 13G 1 d897570dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Inflection Point Acquisition Corp. II (Name of Issuer) Common Shares (Title of Class of Securities) G4790U102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| November 14, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 14, 2024 (November 8, 2024) Inflection Point Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdic |
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| November 14, 2024 |
Exhibit 10.3 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 14, 2024, is made by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and the undersigned (the “Holder”). RECITALS WHEREAS, on August 21, 2024, the Company, IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly own |
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| November 14, 2024 |
EX-99.B 3 d897570dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| November 14, 2024 |
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): November 14, 2024 (November 8, 2024) Inflection Point Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdic |
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| November 14, 2024 |
Exhibit 10.1 THIRD AMENDMENT TO SERVICES AND INDEMNIFICATION AGREEMENT This Third Amendment to Services and Indemnification Agreement, dated as of November 1, 2024 and effective as of September 1, 2024 (this “Amendment”), by and among Inflection Point Acquisition Corp. II (the “Company”), Inflection Point Holdings II LLC (the “Sponsor”), The Venture Collective LLC (“TVC”), Peter Ondishin (“Mr. Ond |
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| November 14, 2024 |
Exhibit 10.3 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 14, 2024, is made by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and the undersigned (the “Holder”). RECITALS WHEREAS, on August 21, 2024, the Company, IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly own |
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| November 14, 2024 |
Exhibit 10.2 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 14, 2024, is made by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and the undersigned (the “Holder”). RECITALS WHEREAS, on August 21, 2024, the Company, IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly own |
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| November 14, 2024 |
Exhibit 10.1 THIRD AMENDMENT TO SERVICES AND INDEMNIFICATION AGREEMENT This Third Amendment to Services and Indemnification Agreement, dated as of November 1, 2024 and effective as of September 1, 2024 (this “Amendment”), by and among Inflection Point Acquisition Corp. II (the “Company”), Inflection Point Holdings II LLC (the “Sponsor”), The Venture Collective LLC (“TVC”), Peter Ondishin (“Mr. Ond |
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| November 14, 2024 |
EX-99.A 2 d897570dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41711 INFLECTION POINT |
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| November 14, 2024 |
SC 13G 1 ef20038412sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Inflection Point Acquisition Corp. II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G4790U102 |
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| November 13, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 13, 2024 (November 12, 2024) Inflection Point Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdi |
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| November 13, 2024 |
IPXX / Inflection Point Acquisition Corp. II / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d875356dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Inflection Point Acquisition Corp II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G4790U102 (CUSIP Number) September 30, 2024 (Date of Event which Requires Fil |
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| November 13, 2024 |
Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT is made and entered into as of November 12, 2024 (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 “P |
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| November 13, 2024 |
Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT is made and entered into as of November 12, 2024 (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 “P |
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| November 13, 2024 |
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): November 13, 2024 (November 12, 2024) Inflection Point Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdi |
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| November 13, 2024 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 13, 2024, is made by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and the undersigned (the “Holder”). RECITALS WHEREAS, on August 21, 2024, the Company, IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly own |
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| November 13, 2024 |
SC 13G 1 ipxx111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Inflection Point Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G4790U102 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of thi |
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| November 13, 2024 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 13, 2024, is made by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and the undersigned (the “Holder”). RECITALS WHEREAS, on August 21, 2024, the Company, IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly own |
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| November 12, 2024 |
Letter Regarding Change in Accountants. Exhibit 16.1 November 12, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the section titled “Change in Accountants” in the Form S-4 of USA Rare Earth, LLC and are in agreement with the statements contained in the first three paragraphs of such section. We have no basis to agree or disagree with other statements of the registrant containe |
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| November 12, 2024 |
As filed with the Securities and Exchange Commission on November 12, 2024. As filed with the Securities and Exchange Commission on November 12, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Inflection Point Acquisition Corp. II* (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or |
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| November 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) INFLECTION POINT ACQUISITION CORP. |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No: ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Information required in proxy statement Schedule 14A Information PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Information required in proxy statement Schedule 14A Information PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| August 22, 2024 |
Exhibit 99.2 1 Well Positioned to Execute on Its Strategic Roadmap USARE has an early mover advantage to become the first vertically integrated ex - China rare earth supply chain Production Lines in Roadmap 4 Combined Annualized Capacity in Tons P lanned by 2028 ~4,800 Oxide Purity from Pilot Plant Test Results 98% - 99% from Funding until Prototype Facility is Completed Estimated 6 M onths With L |
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| August 22, 2024 |
Exhibit 10.2 Execution Version FORM OF MEMBER SUPPORT AGREEMENT This MEMBER SUPPORT AGREEMENT (this “Agreement”), is dated as of August 21, 2024, by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (the “Supportin |
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| August 22, 2024 |
Exhibit 99.1 USA RARE EARTH, A DOMESTIC RARE EARTH MINING & MAGNET COMPANY, TO BECOME A PUBLICLY TRADED COMPANY VIA BUSINESS COMBINATION WITH INFLECTION POINT ACQUISITION CORP. II ● USA Rare Earth, LLC (“USARE” or the “Company”) is building a vertically integrated US rare earth magnet supply chain, positioning itself as an early mover and a significant ex-China producer of the future. ● The Compan |
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| August 22, 2024 |
Exhibit 10.4 FEE REDUCTION AGREEMENT August 20, 2024 WHEREAS, pursuant to that certain Underwriting Agreement between Inflection Point Acquisition Corp. II, a Cayman Island exempted company (together with its present and future subsidiaries and affiliates and any Successor (as defined herein), the “Company”), and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dat |
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| August 22, 2024 |
Exhibit 10.4 FEE REDUCTION AGREEMENT August 20, 2024 WHEREAS, pursuant to that certain Underwriting Agreement between Inflection Point Acquisition Corp. II, a Cayman Island exempted company (together with its present and future subsidiaries and affiliates and any Successor (as defined herein), the “Company”), and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dat |
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| August 22, 2024 |
Exhibit 10.3 Final Form SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August [●], 2024, 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 the purchaser identified on the signature pages hereto (including its successo |
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| August 22, 2024 |
Exhibit 10.2 Execution Version FORM OF MEMBER SUPPORT AGREEMENT This MEMBER SUPPORT AGREEMENT (this “Agreement”), is dated as of August 21, 2024, by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (the “Supportin |
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| August 22, 2024 |
Exhibit 99.1 USA RARE EARTH, A DOMESTIC RARE EARTH MINING & MAGNET COMPANY, TO BECOME A PUBLICLY TRADED COMPANY VIA BUSINESS COMBINATION WITH INFLECTION POINT ACQUISITION CORP. II ● USA Rare Earth, LLC (“USARE” or the “Company”) is building a vertically integrated US rare earth magnet supply chain, positioning itself as an early mover and a significant ex-China producer of the future. ● The Compan |
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| August 22, 2024 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”) is dated as of August 21, 2024, 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 limited by shares (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchase |
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| August 22, 2024 |
Exhibit 99.2 1 Well Positioned to Execute on Its Strategic Roadmap USARE has an early mover advantage to become the first vertically integrated ex - China rare earth supply chain Production Lines in Roadmap 4 Combined Annualized Capacity in Tons P lanned by 2028 ~4,800 Oxide Purity from Pilot Plant Test Results 98% - 99% from Funding until Prototype Facility is Completed Estimated 6 M onths With L |
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| August 22, 2024 |
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): August 22, 2024 (August 21, 2024) Inflection Point Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdictio |
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| August 22, 2024 |
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): August 22, 2024 (August 21, 2024) Inflection Point Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdictio |
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| August 22, 2024 |
Exhibit 2.1 Execution Version Dated August 21, 2024 Business Combination Agreement by and among Inflection Point Acquisition Corp. II, IPXX Merger Sub LLC and USA Rare Earth, LLC Table of Contents Page Article I THE TRANSACTIONS 4 Section 1.01 The Domestication 4 Section 1.02 The Merger. 5 Section 1.03 Further Assurances. 5 Article II CONSIDERATION 5 Section 2.01 Pre-Effective Time Conversion of C |
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| August 22, 2024 |
Exhibit 2.1 Execution Version Dated August 21, 2024 Business Combination Agreement by and among Inflection Point Acquisition Corp. II, IPXX Merger Sub LLC and USA Rare Earth, LLC Table of Contents Page Article I THE TRANSACTIONS 4 Section 1.01 The Domestication 4 Section 1.02 The Merger. 5 Section 1.03 Further Assurances. 5 Article II CONSIDERATION 5 Section 2.01 Pre-Effective Time Conversion of C |
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| August 22, 2024 |
Exhibit 10.3 Final Form SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August [●], 2024, 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 the purchaser identified on the signature pages hereto (including its successo |
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| August 22, 2024 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”) is dated as of August 21, 2024, 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 limited by shares (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchase |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41711 INFLECTION POINT ACQUI |
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| August 14, 2024 |
Exhibit 10.1 SECOND AMENDMENT TO SERVICES AND INDEMNIFICATION AGREEMENT This Second Amendment to Services and Indemnification Agreement, dated as of August 13, 2024 and effective as of April 1, 2024 (this “Amendment”), by and among Inflection Point Acquisition Corp. II (the “Company”), Inflection Point Holdings II LLC (the “Sponsor”), The Venture Collective LLC (“TVC”), Peter Ondishin (“Mr. Ondish |
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| August 14, 2024 |
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): August 14, 2024 (August 13, 2024) INFLECTION POINT ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdictio |
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| August 14, 2024 |
Exhibit 10.2 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER |
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| August 9, 2024 |
EX-99.1 2 d877516dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Ordinary Shares, par value $0.0001 per share, of Inflection Point Acquisition Corp. II (th |
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| August 9, 2024 |
SC 13G/A 1 d877516dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Inflection Point Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4790U102 (CUSIP Number) August 1, 2024 (Date of Event Which Requires Filing |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41711 INFLECTION POINT ACQU |
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| April 3, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 3, 2024 (March 28, 2024) INFLECTION POINT ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdiction o |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-41711 CUSIP Numbers G4790U128 G4790U102 G4790U110 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41711 INFLECTION POINT ACQUISITI |
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| April 2, 2024 |
Exhibit 10.7 Execution Version AMENDMENT TO SERVICES AND INDEMNIFICATION AGREEMENT This Amendment to Services and Indemnification Agreement, dated as of March 28, 2024 and effective as of January 1, 2024 (this “Amendment”), by and among Inflection Point Acquisition Corp. II (the “Company”), Inflection Point Holdings II LLC (the “Sponsor”), The Venture Collective LLC (“TVC”), Peter Ondishin (“Mr. O |
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| April 2, 2024 |
Exhibit 97.1 INFLECTION POINT ACQUISITION CORP. II POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules (the “Nasdaq Rules”) of The Nasdaq Stock Market (“Nasdaq”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Inflection Point Acqui |
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| April 2, 2024 |
Description of Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES The following description of Inflection Point Acquisition Corp. II’s (the “Company,” “we” or “us”) securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated memorandum and articles of association, which is incorporated by reference as an exhibi |
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| February 14, 2024 |
SC 13G/A 1 tm243953d16sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Inflection Point Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 |
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| February 14, 2024 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INFLECTION POINT ACQUISITION CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) G4790U102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statem |
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| February 9, 2024 |
EX-99.1 2 d740308dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of Class A Ordinary Shares, par value $0.0001 per share, of Inflection Point Acquisition Corp. II (this “Ag |
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| February 9, 2024 |
SC 13G 1 d724517dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Inflection Point Acquisition Corp II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G4790U102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of t |
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| February 9, 2024 |
SC 13G 1 d740308dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Inflection Point Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4790U102 (CUSIP Number) February 2, 2024 (Date of Event Which Requires Filing of |
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| February 8, 2024 |
EX-99.1 2 ea192982ex99-1inflect2.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT February 8, 2024 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Excha |
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| February 8, 2024 |
SC 13G/A 1 ea192864-13ga1wealthinflec2.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Inflection Point Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4790U102 (CUSIP Number) December 31, 2 |
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| February 8, 2024 |
SC 13G 1 ea192982-13ginflectinflect2.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Inflection Point Acquisition Corp II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Titles of Class of Securities) G4790U102 (CUSIP Number) December 31, 2023 (Date of Event Which |
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| February 8, 2024 |
EX-99.1 2 ea192864ex99-1inflect2.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 8, 2024 BY AND AMONG WEALTHSPRING CAPITAL LLC AND MATTHEW SIMPSON Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Sc |
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| December 8, 2023 |
EX-99.1 2 ea189686ex99-1inflection2.htm JOINT FILING AGREEMENT, DATED AS OF DECEMBER 8, 2023 BY AND AMONG WEALTHSPRING CAPITAL LLC, MATTHEW SIMPSON AND DAVID GALLERS Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is |
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| December 8, 2023 |
SC 13G 1 ea189686-13gwealthinflect2.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Inflection Point Acquisition Corp. II (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G4790U102 (CUSIP Number) November 30, 2023 (Date of Event Which Requires Filing of this Sta |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41711 INFLECTION POINT |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41711 INFLECTION POINT ACQUI |
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| July 12, 2023 |
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): July 12, 2023 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) |
