{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-23-044028","form_type":"8-K","ticker":"USAR","cik":"0001970622","company_name":"USA Rare Earth, Inc.","filed_at":"2023-05-30T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.640639+00:00","generated_at":"2026-06-14T12:08:22.933236+00:00","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Inflection Point Acquisition Corp. II closes $250M IPO, places $251.25M in trust","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-23-044028","json":"https://secwatch.observer/filing/0001213900-23-044028.json","markdown":"https://secwatch.observer/filing/0001213900-23-044028.md","text":"https://secwatch.observer/filing/0001213900-23-044028.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/ea179415-8k_inflection2.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T12:08:22.933236+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0d3b4a4591","claim":"Samuel Sayegh was appointed as director at USA Rare Earth, Inc..","evidence_excerpt":"On May 24, 2023, in connection with the 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(effective 2023-05-24).","evidence_excerpt":"● 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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Cantor Fitzgerald & Co."},{"label":"Effective","value":"2023-05-24"}],"fact_type":"material_agreement"},{"claim_id":"9dbdd7b2f76f3fd819994484aa59aa7fe20cfc1f","claim":"USA Rare Earth, Inc. entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2023-05-24).","evidence_excerpt":"● 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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Continental Stock Transfer & Trust Company"},{"label":"Effective","value":"2023-05-24"}],"fact_type":"material_agreement"},{"claim_id":"a6b246e46341fd4c8e60c5e1c4de155ef5ceb071","claim":"USA Rare Earth, Inc. entered into Private Placement Warrants Purchase Agreement (Sponsor) with Inflection Point Holdings II LLC (effective 2023-05-24).","evidence_excerpt":"● 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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Inflection Point Holdings II LLC"},{"label":"Effective","value":"2023-05-24"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}