8-K
filed May 30, 2023, 7:59 PM ET
ticker USAR
CIK 0001970622
other material
confidence high
sentiment neutral
materiality 0.50
Inflection Point Acquisition Corp. II closes $250M IPO, places $251.25M in trust
USA Rare Earth, Inc.
- Closed upsized IPO of 25M units at $10/unit, including 3M units from over-allotment, gross proceeds $250M.
- Simultaneous private placement of 7.65M warrants at $1.00 each raised $7.65M; sponsor bought 6M, underwriter 1.65M.
- Proceeds of $251.25M placed in trust account; will be released on business combination or liquidation within 18 months.
- Appointed five new directors (Erica Dorfman, Paula Sutter, Samuel Sayegh, Elliot Richmond, Nicholas Shekerdemian) effective May 24, 2023.
- Units trade on Nasdaq under IPXXU; class A shares and warrants expected to trade separately under IPXX and IPXXW.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Samuel Sayegh was appointed as director at USA Rare Earth, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
On May 24, 2023, in connection with the IPO, Erica Dorfman, Paula Sutter, Samuel Sayegh, Elliot Richmond and Nicholas Shekerdemian were appointed to the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicholas Shekerdemian was appointed as director at USA Rare Earth, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
On May 24, 2023, in connection with the IPO, Erica Dorfman, Paula Sutter, Samuel Sayegh, Elliot Richmond and Nicholas Shekerdemian were appointed to the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Erica Dorfman was appointed as director at USA Rare Earth, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
On May 24, 2023, in connection with the IPO, Erica Dorfman, Paula Sutter, Samuel Sayegh, Elliot Richmond and Nicholas Shekerdemian were appointed to the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paula Sutter was appointed as director at USA Rare Earth, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
On May 24, 2023, in connection with the IPO, Erica Dorfman, Paula Sutter, Samuel Sayegh, Elliot Richmond and Nicholas Shekerdemian were appointed to the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elliot Richmond was appointed as director at USA Rare Earth, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
On May 24, 2023, in connection with the IPO, Erica Dorfman, Paula Sutter, Samuel Sayegh, Elliot Richmond and Nicholas Shekerdemian were appointed to the board of directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
USA Rare Earth, Inc.: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2023-05-24).
- Change
- charter amendment
- Effective
- 2023-05-24
Exact text from the filing
On May 24, 2023, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Charter ”), effective the same day.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
USA Rare Earth, Inc. entered into Underwriting Agreement with Cantor Fitzgerald & Co. (effective 2023-05-24).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Cantor Fitzgerald & Co.
- Effective
- 2023-05-24
Exact text from the filing
● An Underwriting Agreement, dated May 24, 2023, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (the “ Representative ”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
USA Rare Earth, Inc. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2023-05-24).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Effective
- 2023-05-24
Exact text from the filing
● An Investment Management Trust Agreement, dated May 24, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
USA Rare Earth, Inc. entered into Registration Rights Agreement with Inflection Point Holdings II LLC (effective 2023-05-24).
- Action
- entry
- Counterparty
- Inflection Point Holdings II LLC
- Effective
- 2023-05-24
Exact text from the filing
● A Registration Rights Agreement, dated May 24, 2023, by and among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
USA Rare Earth, Inc. entered into Letter Agreement with Inflection Point Holdings II LLC (effective 2023-05-24).
- Action
- entry
- Counterparty
- Inflection Point Holdings II LLC
- Effective
- 2023-05-24
Exact text from the filing
● A Letter Agreement, dated May 24, 2023, by and among the Company, its executive officers, its directors and the Company’s sponsor, Inflection Point Holdings II LLC (the “ Sponsor ”), a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
USA Rare Earth, Inc. entered into Private Placement Warrants Purchase Agreement (Representative) with Cantor Fitzgerald & Co. (effective 2023-05-24).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Cantor Fitzgerald & Co.
- Effective
- 2023-05-24
Exact text from the filing
● A Private Placement Warrants Purchase Agreement, dated May 24, 2023, by and between the Company and the Representative (the “ Representative Private Placement Warrants Purchase Agreement ” and together with Sponsor Private Placement Warrants Purchase Agreement, the “ Private Placement Warrant Purchase Agreements ”), a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
USA Rare Earth, Inc. entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2023-05-24).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Effective
- 2023-05-24
Exact text from the filing
● A Warrant Agreement, dated May 24, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
USA Rare Earth, Inc. entered into Private Placement Warrants Purchase Agreement (Sponsor) with Inflection Point Holdings II LLC (effective 2023-05-24).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Inflection Point Holdings II LLC
- Effective
- 2023-05-24
Exact text from the filing
● A Private Placement Warrants Purchase Agreement, dated May 24, 2023, by and between the Company and the Sponsor (the “ Sponsor Private Placement Warrants Purchase Agreement ”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.
View on SEC.gov
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