UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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INTRODUCTORY NOTE
As previously announced, New USARE (formerly Inflection Point Acquisition Corp. II or “IPXX”), a Delaware corporation (prior to the Domestication, a Cayman Islands exempted company), entered into that certain Business Combination Agreement, dated as of August 21, 2024 (as amended on November 12, 2024 and January 30, 2025, the “Business Combination Agreement”), by and among IPXX, USA Rare Earth, LLC, a Delaware limited liability company (“USARE OpCo”), and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IPXX (“Merger Sub”), pursuant to which, (1) at the closing of the transactions contemplated by the Business Combination Agreement and following the Domestication (as defined below), Merger Sub merged with and into USARE OpCo (the “Merger”), with USARE OpCo surviving as a wholly-owned subsidiary of New USARE, pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, resulting in a combined company whereby New USARE became the manager of USARE OpCo, and substantially all of the assets and the business of the combined company are held and operated by USARE OpCo and its subsidiaries, as more fully described in the final prospectus and definitive proxy statement of IPXX, dated February 14, 2025, which was filed with the SEC; (2) IPXX domesticated (the “Domestication”) as a Delaware corporation in accordance with the Delaware General Corporation Law (“DGCL”), the Companies Act (As Revised) of the Cayman Islands and the amended and restated memorandum and articles of association of IPXX, and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto were consummated.
Item 8.01. Other Information.
By operation of Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), New USARE is the successor issuer to IPXX and has succeeded to the attributes of IPXX as the registrant, including IPXX’s SEC file number (001-41711) and CIK Code (0001970622). The New USARE Common Stock and the New USARE Warrants are deemed to be registered under Section 12(b) of the Exchange Act, and New USARE will file reports and other information with the SEC using IPXX’s SEC file number (001-41711).
The New USARE Common Stock and New USARE Warrants are listed for trading on The Nasdaq Stock Market LLC under the symbols “USAR” and “USARW,” respectively, and the CUSIP numbers relating to New USARE’s common stock and public warrants are 91733P 107 and 91733P 115, respectively.
Holders of IPXX’s shares who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after the Closing Date that New USARE is the successor to IPXX.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 24, 2025 | USA RARE EARTH, INC. | |
| By: | /s/ David Kronenfeld | |
| Name: | David Kronenfeld | |
| Title: | Chief Legal Officer | |
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