Inflection Point Acquisition Corp II-A美股招股说明书(2025-02-18版)

(TO BE RENAMED “USA RARE EARTH, INC.” FOLLOWING DOMESTICATION INTHE STATE OF DELAWARE AND IN CONNECTION WITH THE BUSINESS COMBINATIONDESCRIBED HEREIN) The board of directors of Inflection Point Acquisition Corp. II, a Cayman Islands exempted company(“Inflection Point”), has unanimously approved and determined to be in the best interests of Inflection Pointand its shareholders the business combination among Inflection Point, IPXX Merger Sub, LLC, a Delawarelimited liability company and a direct wholly owned subsidiary of Inflection Point (“Merger Sub”), and USARare Earth, LLC, a Delaware limited liability company (referred to herein prior to the Business Combination(as defined below) as “USARE”, and, subsequent to the Business Combination, as “USARE OpCo”), pursuantto which, (1) at the closing of the transactions contemplated by the Business Combination Agreement (asdefined below) (the “Closing”) and following the Domestication (as defined below), Merger Sub will mergewith and into USARE (the “Merger”), with USARE surviving as a wholly-owned subsidiary of InflectionPoint, pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement,dated as of August 21, 2024 (the “Signing Date”), as amended by Amendment No. 1 to the BusinessCombination Agreement, dated November 12, 2024, and Amendment No. 2 to the Business CombinationAgreement, dated January 30, 2025, by and among Inflection Point, Merger Sub and USARE, attached to thisproxy statement/prospectus asAnnex A,Annex A-1andAnnex A-2(as it may be further amended, modified,supplementedor otherwise modified from time to time in accordance with its terms,the“BusinessCombination Agreement”), resulting in a combined company whereby Inflection Point will become themanager of USARE OpCo, and substantially all of the assets and the business of the combined company will beheld and operated by USARE OpCo and its subsidiaries, as more fully described elsewhere in this proxystatement/prospectus; (2) Inflection Point will domesticate (the “Domestication”) as a Delaware corporation inaccordance with the Delaware General Corporation Law (“DGCL”), the Companies Act (As Revised) of theCayman Islands (the “Companies Act”) and the amended and restated memorandum and articles of associationof Inflection Point (as may be amended from time to time, the “Cayman Constitutional Documents”), and(3) the other transactions contemplated by the Business Combination Agreement and documents related theretowill be consummated (such transactions, together with the Merger and the Domestication, the “BusinessCombination”). In connection with the Business Combination, Inflection Point will be renamed “USA RareEarth, Inc.” (“New USARE”). At least one day prior to the Domestication, Inflection Point will redeem the public shares properly tendered forredemption in connection with the Business Combination pursuant to the Cayman Constitutional Documents(the“Redemption”).Immediately prior to the Domestication,pursuant to the Cayman ConstitutionalDocuments and the Sponsor Support Agreement (as defined below) each of the then issued and outstandingClass B ordinary shares, par value $0.0001 per share, of Inflection Point (each an “Inflection Point Class BOrdinary Share”) will convert automatically, on a one-for-one basis, into one (1) Class A ordinary share, parvalue $0.0001 per share, of Inflection Point (each an “Inflection Point Class A Ordinary Share” and togetherwith the Inflection Point Class B Ordinary Shares, the “Inflection Point Ordinary Shares”) (the “SponsorShare Conversion”). In connection with the Domestication, (i) each then issued and outstanding Inflection Point Class A Ordinary Share (that was not redeemed pursuant to the Redemption) shall convert automatically,on a one-for-one basis, into one (1) share of common stock, par value $0.0001 per share, of New USARE (afterthe Domestication) (the “New USARE Common Stock”); (ii) each of the then issued and outstanding warrantsrepresenting the right to purchase one Inflection Point Class A Ordinary Share (each an “Inflection PointWarrant”) shall convert automatically into a warrant to acquire one (1) share of New USARE Common Stock(each a “New USARE Warrant”); and (iii) each of the then issued and outstanding units of Inflection Pointwill be cancelled and each holder thereof will be entitled to one share of New USARE Common Stock and one-half (1/2) of one New USARE Warrant. In connection with Closing and subject to the satisfaction or waiver of the conditions to Closing set forth in theBusiness Combination Agreement, (i) USARE OpCo and New USARE will enter into a Seventh Amended andRestated Limited Liability Company Operating Agreement of USARE OpCo, to, among other things, admitNew USARE as the manager of USARE OpCo, and (ii) Inflection Point Table of Contents (following the Domestication) and in connection with the consummation of the Business Combination will filewith the Secretary of State of the Stat