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

Theboard of directors of Inflection Point Acquisition Corp.II,a Cayman Islandsexempted company (“Inflection Point”), has unanimously approved and determined tobein the best interests of Inflection Point and its shareholders the businesscombinationamong Inflection Point,IPXX Merger Sub,LLC,a Delaware limitedliability company and a direct wholly owned subsidiary of Inflection Point (“MergerSub”),and USA Rare Earth,LLC,a Delaware limited liability company(referred tohereinprior to the Business Combination(as defined below)as“USARE”,and,subsequentto the Business Combination,as“USARE OpCo”),pursuant to which,(1)atthe closing of the transactions contemplated by the Business CombinationAgreement(as defined below)(the“Closing”)and following the Domestication(asdefinedbelow),Merger Sub will merge with and into USARE(the“Merger”),withUSAREsurviving as a wholly-owned subsidiary of Inflection Point,pursuant to thetermsand subject to the conditions set forth in the Business Combination Agreement,datedas of August 21,2024(the“Signing Date”),as amended by Amendment No.1tothe Business Combination Agreement,dated November 12,2024,and Amendment No.2tothe Business Combination Agreement,dated January 30,2025,by and amongInflectionPoint,Merger Sub and USARE,attached to this proxy statement/prospectusasAnnexA,Annex A-1 and Annex A-2(as it may be further amended,modified,supplementedor otherwise modified from time to time in accordance with its terms,the“Business Combination Agreement”),resulting in a combined company wherebyInflectionPoint will become the manager of USARE OpCo,and substantially all of theassetsand the business of the combined company will be held and operated by USAREOpCoanditssubsidiaries,asmorefullydescribedelsewhereinthisproxystatement/prospectus; (2)Inflection Point will domesticate (the “Domestication”)asa Delaware corporation in accordance with the Delaware General Corporation Law(“DGCL”),the Companies Act(As Revised)of the Cayman Islands(the“CompaniesAct”)and the amended and restated memorandum and articles of association ofInflection Point (as may be amended from time to time, the “Cayman ConstitutionalDocuments”),and(3)theothertransactionscontemplatedbytheBusinessCombinationAgreement and documents related thereto will be consummated(suchtransactions,together with the Merger and the Domestication,the“BusinessCombination”).In connection with the Business Combination,Inflection Point willbe renamed “USA Rare Earth, Inc.”(“New USARE”). At least oneday prior to the Domestication, Inflection Point will redeem the publicsharesproperly tendered for redemption in connection with the Business Combinationpursuantto the Cayman Constitutional Documents(the“Redemption”).Immediatelypriorto the Domestication,pursuant to the Cayman Constitutional Documents and theSponsorSupport Agreement(as defined below)each of the then issued and outstandingClassBordinary shares,par value$0.0001 per share,of Inflection Point(each an“Inflection Point ClassBOrdinary Share”)will convert automatically,on aone-for-one basis, into one (1)Class A ordinary share, par value $0.0001 per share,ofInflection Point(each an“Inflection Point ClassAOrdinary Share”andtogether with the Inflection Point ClassB Ordinary Shares, the “Inflection PointOrdinaryShares”)(the“Sponsor Share Conversion”).In connection with theDomestication,(i)eachthen issued and outstanding Inflection Point ClassAOrdinaryShare(that was not redeemed pursuant to the Redemption)shall convertautomatically, on a one-for-one basis, into one (1)share of common stock, par value$0.0001per share,of New USARE(after the Domestication)(the“New USARE CommonStock”);(ii)eachof the then issued and outstanding warrants representing theright to purchase one Inflection Point ClassA Ordinary Share (each an “InflectionPointWarrant”)shall convert automatically into a warrant to acquire one(1)shareof New USARE Common Stock(each a“NewUSAREWarrant”);and(iii)eachof the then issued and outstanding units of Inflection Point will becancelledand each holder thereof will be entitled to one share of New USARE CommonStock and one-half(1/2) of one New USARE Warrant. Inconnection with Closing and subject to the satisfaction or waiver of theconditionsto Closing set forth in the Business Combination Agreement,(i)USARE OpCoand New USARE will enter into a Seventh Amended and Restated Limited LiabilityCompany Operating Agreement of USARE OpCo, to, among other things, admit New USARE asthe manager of USARE OpCo, and (ii)Inflection Point Table of Contents (following the Domestication) and in connection with the consummation of the BusinessCombinationwill file with the Secretary of State of the State of Delaware aCertificateof Designations of Preferences,Rights and Limitations of 12%SeriesACumulativeConvertible Preferred Stock(such stock,the“SeriesAPreferredStock”,and such certificate,the“SeriesAPreferred Stock Certificate ofDesignation”)which sets forth the rights,preferences and privileges of theSeriesAPreferred Stoc