Inflection Point (IPXX) agrees to merge with USA Rare Earth in $800M base deal, closing Q1 2025

USA Rare Earth, Inc.

Business combination with USA Rare Earth, LLC; combined company to be named USA Rare Earth, Inc.
Aggregate base consideration of $800M minus indebtedness; earn-out of up to 10M shares at $15 and $20 price targets.
Closing expected in Q1 2025; requires shareholder approval, Nasdaq listing, and regulatory conditions.
Sponsor agrees to vote in favor and forfeit up to 1.5M warrants if trust proceeds plus other investments below $50M.
Inflection Point to migrate from Cayman Islands to Delaware; Series A Preferred Stock investment concurrent with close.

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