--- 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" generated_at: "2026-06-14T12:08:22.933236+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Inflection Point Acquisition Corp. II closes $250M IPO, places $251.25M in trust ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-044028 - JSON: https://secwatch.observer/filing/0001213900-23-044028.json - Plain text: https://secwatch.observer/filing/0001213900-23-044028.txt ## Key facts - Executive change Samuel Sayegh was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Executive change Nicholas Shekerdemian was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Executive change Erica Dorfman was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Executive change Paula Sutter was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Executive change Elliot Richmond was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Material Agreements 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 source text: ● 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Material Agreements 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 source text: ● 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Material Agreements 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 source text: ● 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Material Agreements 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 source text: ● 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Material Agreements 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 source text: ● 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_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Material Agreements 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 source text: ● 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_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm - Material Agreements 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 source text: ● 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_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390023044028/0001213900-23-044028-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.