Inflection Point Acquisition Corp. II (IPXX) S-4Registration of securities issued in business combination transactions

As filed with the Securities and Exchange Commission on November 12, 2024.

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Inflection Point Acquisition Corp. II*
(Exact name of registrant as specified in its charter)

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For Co-Registrants, see “Table of Co-Registrants” on the following page.

Inflection Point Acquisition Corp. II
167 Madison Avenue, Suite 205 #1017
New York, New York 10016
Telephone: (212) 476-6908
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Michael Blitzer
Chairman and Chief Executive Officer
167 Madison Avenue, Suite 205 #1017
New York, New York 10016
Telephone: (212) 476-6908
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

__________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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*         Prior to the consummation of the Business Combination described herein, the Registrant intends to effect a deregistration under Section 206 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Inflection Point Acquisition Corp. II (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “USA Rare Earth, Inc.”.

The Registrant and Co-Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

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(1)      The Co-Registrant has the following principal executive office:

USA Rare Earth, LLC
100 W Airport Road,
Stillwater, Oklahoma 74075
Telephone: 813-867-6155

(2)      The agent for service for the Co-Registrant is:

David Kronenfeld
Chief Legal Officer
100 W Airport Road,
Stillwater, Oklahoma 74075
Telephone: 813-867-6155

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION DATED NOVEMBER 12, 2024

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
INFLECTION POINT ACQUISITION CORP. II
(A CAYMAN ISLANDS EXEMPTED COMPANY)
AND
PROSPECTUS FOR 141,003,414 SHARES OF COMMON STOCK
AND
20,150,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF
INFLECTION POINT ACQUISITION CORP. II

(TO BE RENAMED “USA RARE EARTH, INC.” FOLLOWING DOMESTICATION IN
THE STATE OF DELAWARE AND IN CONNECTION WITH THE BUSINESS COMBINATION
DESCRIBED HEREIN)

The board of directors of Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (“Inflection Point”), has unanimously approved and determined to be in the best interests of Inflection Point and its shareholders the business combination among Inflection Point, IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Inflection Point (“Merger Sub”), and USA Rare Earth, LLC, a Delaware limited liability company (referred to herein prior to the Business Combination (as defined below) as “USARE,” and, subsequent to the Business Combination, as “USARE OpCo”), pursuant to which, (1) at the closing of the transactions contemplated by the Business Combination Agreement (as defined below) (the “Closing”) and following the Domestication (as defined below), Merger Sub will merge with and into USARE (the “Merger”), with USARE surviving as a wholly-owned subsidiary of Inflection Point, pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, dated as of August 21, 2024 (the “Signing Date”), as amended by the First Amendment to the Business Combination Agreement, dated November 12, 2024, by and among Inflection Point, Merger Sub and USARE, attached to this proxy statement/prospectus as Annex A (as it may be further amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), resulting in a combined company whereby Inflection Point will become the managing member of USARE OpCo, and substantially all of the assets and the business of the combined company will be held and operated by USARE OpCo and its subsidiaries, as more fully described elsewhere in this proxy statement/prospectus; (2) Inflection Point will domesticate (the “Domestication”) as a Delaware corporation in accordance with the Delaware General Corporation Law (“DGCL”), the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the amended and restated memorandum and articles of association of Inflection Point (as may be amended from time to time, the “Cayman Constitutional Documents”), and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated (such transactions, together with the Merger and the Domestication, the “Business Combination”). In connection with the Business Combination, Inflection Point will be renamed “USA Rare Earth, Inc.” (“New USARE”).

At least one day prior to the Domestication, Inflection Point will redeem the public shares properly tendered for redemption in connection with the Business Combination pursuant to the Cayman Constitutional Documents (the “Redemption”). Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents and the Sponsor Support Agreement (as defined below) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Inflection Point (each an “Inflection Point Class B Ordinary Share”) will convert automatically, on a one-for-one basis, into one (1) Class A ordinary share, par value $0.0001 per share, of Inflection Point (each an “Inflection Point Class A Ordinary Share” and together with the Inflection Point Class B Ordinary Shares, the “Inflection Point Ordinary Shares”) (the “Sponsor Share Conversion”). In connection with the Domestication, (i) each then issued and outstanding Class A Ordinary Share (that was not redeemed pursuant to the Redemption) shall convert automatically, on a one-for-one basis, into one (1) share of common stock, par value $0.0001 per share, of New USARE (after the Domestication) (the “New USARE Common Stock”); (ii) each of the then issued and outstanding warrants representing the right to purchase one Inflection Point Class A Ordinary Share (each an “Inflection Point Warrant”) shall convert automatically into a warrant to acquire one (1) share of New USARE Common Stock (each a “New USARE Warrant”); and (iii) each of the then issued and outstanding units of Inflection Point will be cancelled and each holder thereof will be entitled to one share of New USARE Common Stock and one-half (1/2) of one New USARE Warrant.

In connection with Closing and subject to the satisfaction or waiver of the conditions to Closing set forth in the Business Combination Agreement, (i) USARE OpCo and New USARE will enter into a Seventh Amended and Restated Limited Liability Company Operating Agreement of USARE OpCo, to, among other things, admit New USARE as the managing member of USARE OpCo, and (ii) Inflection Point (following the Domestication) and in connection with the consummation of the Business Combination will file with the Secretary of State of the State of Delaware a Certificate of Designations of Preferences, Rights and Limitations of 12% Series A Cumulative Convertible Preferred Stock (such stock, the “Series A

Preferred Stock,” and such certificate, the “Series A Preferred Stock Certificate of Designation”) which sets forth the rights, preferences and privileges of the Series A Preferred Stock having the characteristics described more fully elsewhere in this proxy statement/prospectus.

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), (i) each warrant that is outstanding and unexercised immediately prior to the Effective Time to purchase Class C convertible preferred units of USARE (the “USARE Class C Convertible Preferred Units”) or Class C-1 convertible preferred units of USARE (the “USARE Class C-1 Convertible Preferred Units”) shall automatically be exercised on a cashless basis in full in accordance with its terms and (ii) immediately thereafter, each then-issued and outstanding USARE Class C Convertible Preferred Unit and each then-issued and outstanding USARE Class C-1 Convertible Preferred Unit (including each USARE Class C Convertible Preferred Unit and USARE Class C-1 Convertible Preferred Unit issued upon the automatic exercise described in the preceding clause (i)) shall automatically convert into such number of Class B units of USARE (the “USARE Class B Units”) into which such USARE Class C Convertible Preferred Unit or USARE Class C-1 Convertible Preferred Unit, as applicable, is convertible in connection with the Merger pursuant to USARE’s Sixth Amended and Restated Operating Agreement, as amended (the “USARE OA”).

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, at the Effective Time:

i.       each unit of USARE that is owned by Inflection Point, Merger Sub or USARE (in treasury or otherwise) immediately prior to the Effective Time (each an “Excluded Unit”) shall be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefore;

each Class A unit of USARE (“USARE Class A Unit”) that is issued and outstanding immediately prior to the Effective Time (including all USARE Class A Units outstanding or deemed outstanding (a) upon the deemed exchange or conversion of the USARE Incentive Units and (b) upon the deemed exercise of the USARE Warrants (as defined below), but excluding the Excluded Units) shall be cancelled and converted into the right to receive a number of shares of New USARE Common Stock equal to the Exchange Ratio (as defined below) (the “Per Unit Base Consideration”) and the right to receive, subject to the vesting conditions described below, a number of shares of New USARE Common Stock equal to the Earn-out Exchange Ratio (as defined below) (the “Per Unit Earn-out Consideration”);

ii.      each incentive unit (the “USARE Incentive Units”) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall, by virtue of the occurrence of the Merger, (x) to the extent the holder of such USARE Incentive Unit is continuously employed by or providing services to USARE from the Signing Date through the Effective Time, be automatically deemed to be fully vested, (y) regardless of such employment or service status, be automatically deemed exchanged or converted (on a cashless basis) into a number of USARE Class A Units equal to the number of USARE Incentive Units covered by the award multiplied by an exchange ratio generally based on the in-the-money value of the USARE Incentive Units, as determined in accordance with the terms of the Business Combination Agreement, the USARE OA, the Second Amended and Restated USA Rare Earth, LLC Incentive Plan (as amended) and the award agreements thereunder, and each USARE Class A Unit issued or issuable upon such deemed exchange or conversion shall be treated as being issued and outstanding immediately prior to the Effective Time;

iii.     each warrant to purchase units of USARE (excluding the USARE Class A Preferred Investor Warrants (as defined below)) (the “USARE Warrants”) that is outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the occurrence of the Merger, automatically be exercised or deemed exercised on a cashless basis in full in accordance with its terms immediately prior to the Effective Time, and each USARE Class A Unit or USARE Class B Unit issued or issuable upon such exercise shall be treated as being issued and outstanding immediately prior to the Effective Time and shall be canceled and converted into the right to receive the Per Unit Base Consideration and the Per Unit Earn-out Consideration;

iv.      each USARE Class B Unit that is issued and outstanding immediately prior to the Effective Time (including all USARE Class B Units outstanding or deemed outstanding upon the deemed exercise of the USARE Warrants, but excluding the Excluded Units) shall be cancelled and converted into the right to receive the Per Unit Base Consideration and the Per Unit Earn-out Consideration;

v.       each Class A-1 convertible preferred unit of USARE (the “USARE Class A-1 Convertible Preferred Units”) and each Class A-2 convertible preferred unit of USARE (the “USARE Class A-2 Convertible Preferred Units,” and together with the USARE Class A-1 Convertible Preferred Units, the “USARE Class A Convertible Preferred Units”) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall be cancelled and converted into the right to receive one share of Series A Preferred Stock (as defined below); and

vi.     each warrant to purchase USARE Class A Units at an initial exercise price of $12.00 per USARE Class A Unit, subject to adjustment, and initially issued to a holder of USARE Class A Convertible Preferred Units (each such warrant, a “USARE Class A Preferred Investor Warrant”) shall be cancelled and converted into the right to receive a Series A Preferred Investor Warrant (as defined below) exercisable for a number of shares of New USARE Common Stock equal to the aggregate number of USARE Class A Units that would be issued upon full exercise of such USARE Class A Preferred Investor Warrant.

Pursuant to the Business Combination Agreement, the aggregate consideration to be paid in, or in connection with, the Merger in respect of the outstanding equity securities of USARE (excluding the USARE Class A Convertible Preferred Units and the USARE Class A Preferred Investor Warrants) will be (A) (i) the number of shares of New USARE Common Stock equal to the quotient of (a) (i) $800,000,000 minus (ii) the aggregate indebtedness of USARE and its direct and indirect subsidiaries as of immediately prior to the Effective Time (subject to certain exceptions) divided by (b) the amount equal to the price at which each Class A Ordinary Share may be redeemed pursuant to the Redemption (collectively, the “Aggregate Base Consideration”) plus (B) subject to the vesting conditions described below, up to 10,000,000 shares of New USARE Common Stock (the “Aggregate Earn-out Consideration”). The Aggregate Earn-out Consideration is subject to certain customary adjustments as described in the Business Combination Agreement. The “Exchange Ratio” will be equal to the quotient of (A) the Aggregate Base Consideration divided by the sum (without duplication) of the aggregate number of (i) USARE Class A Units that are issued and outstanding immediately prior to the Effective Time, (ii) USARE Class B Units that are issued and outstanding immediately prior to the Effective Time (including all USARE Class B Units issued upon conversion of all outstanding USARE Class C Convertible Preferred Units and USARE Class C-1 Convertible Preferred Units), (iii) all USARE Class A Units and USARE Class B Units issuable upon full exercise of all issued and outstanding USARE Warrants (calculated using the treasury method of accounting on a cashless exercise basis) and (iv) all USARE Class A Units and USARE Class B Units issuable upon full exercise, exchange or conversion of all issued and outstanding USARE Incentive Units (calculated using the treasury method of accounting on a cashless exercise basis) (such sum, the “USARE Fully Diluted Capital”).

The “Earn-out Exchange Ratio” will be equal to the quotient of (A) the Aggregate Earn-out Consideration divided by (B) the USARE Fully Diluted Capital. 50% of the Aggregate Earn-out Consideration shall vest and be issued if, during the five year period beginning on the first anniversary of the Closing Date (the “Earnout Period”) the closing sale price of one share of New USARE Common Stock as reported on the national securities exchange on which such shares are then listed is greater than or equal to $15.00 for a period of at least twenty out of thirty consecutive days on which shares of New USARE Common Stock are actually traded on the principal securities exchange or securities market on which shares of New USARE Common Stock are then traded (each a “Trading Day”). The remaining 50% of the Aggregate Earn-out Consideration shall vest and be issued if, during the Earnout Period, the closing sale price of one share of New USARE Common Stock as reported on the national securities exchange on which such shares are then listed is greater than or equal to $20.00 for a period of at least twenty out of thirty consecutive Trading Days. The Aggregate Earn-out Consideration may also vest upon a transaction or series of transactions the result of which is (a) the acquisition by any person or “group” (as defined in the Exchange Act of 1934, as amended (the “Exchange Act”)) of persons of direct or indirect beneficial ownership of securities representing 50% or more of the combined voting power of the then outstanding securities of New USARE, (b) a merger, consolidation, reorganization or other business combination, however effected, resulting in any person or “group” (as defined in the Exchange Act) acquiring at least 50% of the combined voting power of the then outstanding securities of New USARE or the surviving person outstanding immediately after such combination; or (c) a sale of all or substantially all of the assets of New USARE (“Change of Control”), pursuant to which New USARE or its shareholders have the right to receive consideration if the implied value per share of New USARE Common Stock is equal to or above such price targets, with the amount of such consideration dependent upon the implied per share value reaching the thresholds discussed above. Should the implied value per share of New USARE Common Stock pursuant to a Change of Control be less than $15.00, then the vesting conditions discussed above shall no longer apply and no further shares of New USARE Common Stock will be issued as Aggregate Earn-Out Consideration.

Since Inflection Point’s initial public offering (the “IPO”), its only material financing consists of a convertible promissory note (the “Convertible Promissory Note”) issued to Michael Blitzer, Inflection Point’s Chairman and Chief Executive Officer, pursuant to which Inflection Point may borrow up to $2,500,000 from Mr. Blitzer, for ongoing expenses reasonably related to the business of Inflection Point and the consummation of the Business Combination or any other initial business combination. Pursuant to a securities purchase agreement, dated as of August 21, 2024, by and among Inflection Point, Michael Blitzer (Inflection Point’s Chairman and Chief Executive Officer) and USARE (the “Blitzer Series A SPA”), Inflection Point has agreed to issue at Closing, $1,250,000 in Stated Value (104,167 shares) of Series A Preferred Stock to Mr. Blitzer in exchange for his forgiveness of 50% of the then-outstanding balance of the Convertible Promissory Note.

Concurrently with the execution of the Business Combination Agreement, on August 21, 2024, Inflection Point, USARE and Inflection Point Fund I, LP, a Delaware limited partnership (“Inflection Point Fund”), an accredited investor that is an affiliate of Inflection Point, entered into a securities purchase agreement (the “Series A SPA”), pursuant to which Inflection Point Fund has agreed to purchase 759,804 shares of Series A Preferred Stock and a warrant exercisable to purchase 759,804 shares of New USARE Common Stock at an initial exercise price of $12.00 (the “Series A Preferred Investor Warrants”) for an aggregate purchase price of $9,117,648 (the “Series A Preferred Stock Investment”). Also concurrently with the execution of the Business Combination Agreement, on August 21, 2024, USARE and certain investors and certain funds related to Inflection Point (Inflection Point Fund, Newtyn Partners, LP and Newtyn TE Partners, LP) (collectively, the “Class A Convertible Preferred Unit Investors”) entered into securities purchase agreements (the “Class A Convertible Preferred SPAs”). Pursuant to the Class A Convertible Preferred SPAs, the Class A Convertible Preferred Unit Investors purchased an aggregate of (i) 2,500,000 USARE Class A Convertible Preferred Units and (ii) USARE Class A Preferred Investor Warrants exercisable for an aggregate of 2,500,000 USARE Class A Units, for an aggregate purchase price of approximately $25.5 million. In addition, pursuant to a securities purchase agreement, dated as of August 21, 2024, by and between USARE and Mr. Blitzer (the “Blitzer Class A SPA”), USARE has issued 122,549 USARE Class A-2 Convertible Preferred Units and a USARE Class A Preferred Investor Warrant to purchase up to 31,250 USARE Class A Units in exchange for Mr. Blitzer’s promise to forgive, at Closing, the remaining 50% of the then-outstanding balance of the Convertible Promissory Note.

The Inflection Point Units, Inflection Point Class A Ordinary Shares and Inflection Point Warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “IPXXU,” “IPXX” and “IPXXW,” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition (subject to certain exceptions), the New USARE Common Stock issued in connection with the Business Combination is to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the New USARE Common Stock and New USARE Warrants are intended to be listed, subject to Nasdaq approval, under the proposed symbols “USAR” and “USARW,” respectively. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of the New USARE Common Stock and New USARE Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New USARE securities would not be listed on any nationally recognized securities exchange.

In connection with Inflection Point’s IPO, Inflection Point’s Sponsor, Inflection Point Holdings II LLC, (the “Sponsor”), and Inflection Point’s directors and executive officers entered into letter agreements to vote their Inflection Point Ordinary Shares in favor of the Business Combination Proposal (as defined herein). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement with Inflection Point and USARE, dated as of August 21, 2024 (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owns [•]% of the total outstanding Inflection Point Ordinary Shares.

Compensation of the Sponsor and its affiliates in connection with the Business Combination:

The Sponsor will receive at the Closing (i) 6,250,000 shares of New USARE Common Stock pursuant to the Sponsor Share Exchange and the Domestication, which it acquired for an aggregate purchase price of $25,000 and (ii) 6,000,000 New USARE Warrants upon the conversion of 6,000,000 Inflection Point Warrants in the Domestication, which it acquired in a private placement consummated simultaneously with the IPO at a price of $1.00 per warrant, for an aggregate purchase price of $6,000,000 (each “Private Placement Warrant”).

Inflection Point Fund, an affiliate of Inflection Point, Mr. Blitzer and the Sponsor, will receive at the Closing (i) 343,137 shares of Series A Preferred Stock in exchange for 343,137 USARE Class A Convertible Preferred Units and a Series A Preferred Investor Warrant exercisable for 561,887 shares of New USARE Common Stock in exchange for a USARE Class A Preferred Investor Warrant exercisable for 561,887 USARE Class A Units, which USARE Class A Convertible Preferred Units and USARE Class A Preferred Investor Warrant were acquired for an aggregate purchase price of $3,500,000 and (ii) 759,804 shares of Series A Preferred Stock and a Series A Preferred Investor Warrant exercisable to purchase 759,804 shares of New USARE Common Stock at an initial exercise price of $12.00 (the “Series A Preferred Investor Warrants”) for an aggregate purchase price of $9,117,648.

Mr. Blitzer, Inflection Point’s Chairman and Chief Executive Officer, the sole managing member of the Sponsor and the chief investment officer of Inflection Point Fund, will receive at the Closing (i) 122,549 shares of Series A Preferred Stock in exchange for 122,549 USARE Class A-2 Convertible Preferred Units and a Series A Preferred Investor Warrant exercisable for 31,250 shares of New USARE Common Stock in exchange for a USARE Class A Preferred Investor Warrant to purchase up to 31,250 USARE Class A Units, which USARE Class A Convertible Preferred Units and USARE Class A Preferred Investor Warrant were issued in exchange for Mr. Blitzer’s promise to forgive, at Closing, 50% of the then-outstanding balance of the Convertible Promissory Note and (ii) $1,250,000 in Stated Value (104,167 shares) of Series A Preferred Stock in exchange for Mr. Blitzer’s forgiveness of the other 50% of the then-outstanding balance of the Convertible Promissory Note.

The securities issued to the Sponsor, Inflection Point Fund and Mr. Blitzer may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Dilution”, “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” and “Information About Inflection Point — Executive and Director Compensation.”

Except for services fees paid to The Venture Collective LLC, an affiliate of Inflection Point and one of its directors, Nicholas Shekerdemian (“TVC”), no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, or any of its affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The reimbursement of expenses and advances and the securities issued to the Sponsor and Mr. Blitzer may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Dilution”, “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” and “Information About Inflection Point — Executive and Director Compensation.”

Potential conflicts of interest in connection with the Business Combination:    There may be actual or potential material conflicts of interest between or among (i) the Sponsor, Inflection Point’s officers and directors, USARE’s officers and directors and (ii) unaffiliated security holders of Inflection Point. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the compensation of Inflection Point’s directors and officers and the compensation of the Sponsor, Michael Blitzer, Inflection Point Fund and TVC in connection with the Business Combination. See the section entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination”. USARE’s managers and executive officers have interests in the Business Combination that are different from, or in addition to, those of the Inflection Point shareholders and warrant holders generally. See the section entitled “The Business Combination Proposal — Interests of the USARE Directors and Executive Officers”.

This proxy statement/prospectus covers (A) 141,003,141 shares of New USARE Common Stock (including shares that are to be issued or may be issuable (i) upon the conversion of Inflection Point Ordinary Shares into New USARE Common Stock, (ii) upon the exercise of the New USARE Warrants, (iii) upon the conversion of certain shares of Series A Preferred Stock into shares of New USARE Common Stock and (iv) upon the exercise of certain Series A Preferred Investor Warrants) and (B) 20,125,000 New USARE Warrants.

Inflection Point will hold an extraordinary general meeting (the “extraordinary general meeting”) to consider matters relating to the Business Combination at            , Eastern Time, on            , 2024 at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at            . For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You or your proxyholder will be able to attend and vote at the extraordinary general meeting in-person or online by visiting and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

If you have any questions or need assistance voting your Inflection Point Ordinary Shares, please contact Sodali & Co, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing IPXX.info@investor.sodali.com. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at            .

For terms used in this notice but not otherwise defined herein, please refer to the Frequently Used Terms section of the accompanying proxy statement/prospectus.

This proxy statement/prospectus provides shareholders of Inflection Point with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Inflection Point. It also contains or references information about Inflection Point, USARE and New USARE and certain related matters. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the board of directors of Inflection Point, you should keep in mind that the Sponsor and Inflection Point’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a shareholder. For instance, the Sponsor, Inflection Point’s officers and directors and/or their affiliates will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Inflection Point. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 28 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated            , 2024, and is first being mailed to Inflection Point’s shareholders on or about            , 2024.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER 12, 2024

INFLECTION POINT ACQUISITION CORP. II
A Cayman Islands Exempted Company
(Company Number 398145)
167 Madison Avenue, Suite 205 #1017
New York, New York 10016

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON            , 2024

TO THE SHAREHOLDERS OF INFLECTION POINT ACQUISITION CORP. II:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (“Inflection Point”), to be held at            , Eastern Time, on            , 2024 at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at            . The extraordinary general meeting will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement, dated as of August 21, 2024, as amended by the First Amendment to the Business Combination Agreement, dated November 12, 2024 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Inflection Point, IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Inflection Point (“Merger Sub”), and USA Rare Earth, LLC, a Delaware limited liability company (referred to herein prior to the Business Combination as “USARE,” and, subsequent to the Business Combination, as “USARE OpCo”), pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined below), Merger Sub will merge with and into USARE (the “Merger”), with USARE surviving as a wholly-owned subsidiary of Inflection Point, resulting in a combined company whereby Inflection Point will become the managing member of USARE OpCo, and substantially all of the assets and the business of the combined company will be held and operated by USARE OpCo and its subsidiaries and the transactions contemplated thereby, as more fully described elsewhere in the accompanying proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve, by special resolution, of holders of Inflection Point Class B Ordinary Shares, a change in the corporate structure and domicile of Inflection Point, which will be accomplished by continuation of Inflection Point from an exempted company incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected at least one day prior to the Closing by Inflection Point filing a certificate of corporate domestication and the proposed new certificate of incorporation of New USARE (the “Proposed Certificate of Incorporation”) with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Inflection Point will become a Delaware corporation and will change its corporate name to “USA Rare Earth, Inc.” (Inflection Point following the Domestication and the Business Combination, “New USARE”) and all outstanding securities of Inflection Point will convert to outstanding securities of New USARE, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.”

Proposal No. 3 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of New USARE Common Stock and securities convertible into or exercisable for New USARE Common Stock (i) to the Series A Preferred Stock Investors pursuant to the Series A Preferred Stock Investment (each as defined in the accompanying proxy statement/prospectus), (ii) to the members of USARE (the “USARE Members”) pursuant to the Business Combination Agreement and (iii) to any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing. We refer to this proposal as the “Stock Issuance Proposal.”

Proposal No. 4 — Organizational Documents Proposal — To consider and vote upon a proposal to approve, by special resolution, the Proposed Certificate of Incorporation and the proposed new by-laws (the “Proposed By-Laws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of New

USARE in connection with the Business Combination. We refer to this proposal as the “Organizational Documents Proposal”. The form of each of the Proposed Certificate of Incorporation and the Proposed By-Laws is attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively.

Proposal No. 5 — The Advisory Organizational Documents Proposals — To consider and vote upon the following four separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

Advisory Organizational Documents Proposal 5A — Under the Proposed Organizational Documents, New USARE would be authorized to issue (A) 750,000,000 shares of common stock, par value $0.0001 per share (“New USARE Common Stock”), and (B) 50,000,000 shares of preferred stock, par value $0.0001 per share (“New USARE Preferred Stock”).

Advisory Organizational Documents Proposal 5B — The Proposed Organizational Documents would adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Advisory Organizational Documents Proposal 5C — The Proposed Certificate of Incorporation would require the affirmative vote of at least two-thirds of the total voting power of all then-outstanding shares of New USARE to amend, alter, repeal or rescind certain provisions of the Proposed Certificate of Incorporation.

Advisory Organizational Documents Proposal 5D — The Proposed Organizational Documents would permit the removal of a director only for cause and only by the affirmative vote of the holders of at least two-thirds of the total voting power of all then-outstanding shares of New USARE.

Proposal No. 6 — The Incentive Plan Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan (the “New Equity Incentive Plan”). We refer to this proposal as the “Incentive Plan Proposal.”

Proposal No. 7 — The Director Election Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the election of seven (7) directors to serve on the New USARE board of directors until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal” and collectively with the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Organizational Documents Proposal, the “Condition Precedent Proposals.”

Proposal No. 8 — The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if Inflection Point determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements. We refer to this proposal as the “Adjournment Proposal.”

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of Inflection Point Ordinary Shares at the close of business on            , 2024 (the “Record Date”) are entitled to notice of and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting. Pursuant to the Cayman Constitutional Documents, the approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Class B Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of Inflection Point Class A Ordinary Shares will have no right to vote on the Domestication Proposal, in accordance with Article 49.2 of the Cayman Constitutional Documents.

The approval of each of the Organizational Documents Proposal and the Advisory Organizational Documents Proposals requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting.

The approval of each of the Business Combination Proposal, the Stock Insurance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting. The Business Combination was not structured to require the approval of at least a majority of Inflection Point’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

The accompanying proxy statement/prospectus and proxy card are being provided to Inflection Point’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of Inflection Point’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 28 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Inflection Point (the “Inflection Point Board”) has unanimously approved and determined to be in the best interests of the Company and its shareholders the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Inflection Point’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the Inflection Point Board, you should keep in mind that Inflection Point’s sponsor, Inflection Point Holdings II LLC (the “Sponsor”) and Inflection Point’s directors and officers, and/or their affiliates, have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsor and Inflection Point’s officers and directors, and/or their affiliates, will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Inflection Point. See the section of the accompanying proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, including the Registration Rights Agreement, the Sponsor Support Agreement, the Member Support Agreement, the Series A SPA, the Series A Preferred Investor Warrants and the Sponsor Lock-Up Agreement (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal — Related Agreements” and “Certain Relationships and Related Person Transactions” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Cayman Constitutional Documents, a holder of Public Shares (as defined herein) (a “Public Shareholder”) may request to redeem all or a portion of such holder’s Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)     (a) hold Public Shares or (b) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Public Warrants (as defined below) prior to exercising your redemption rights with respect to the Public Shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Inflection Point’s transfer agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Inflection Point redeem all or a portion of your Public Shares for cash; and

(iii)   deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to Continental, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on             (two business days prior to the initially scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, and Inflection Point initiates the redemption of Public Shares in connection with the Business Combination (the “Redemption”) pursuant to the Cayman Constitutional Documents, Inflection Point will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination (the “Redemption Price”). For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per Public Share. Prior to exercising redemption rights, Public Shareholders should verify the market price of the Inflection Point Class A Ordinary Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Inflection Point cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in our securities when our shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests, which is two business days prior to the initially scheduled date of the extraordinary general meeting, and, thereafter, with Inflection Point’s consent, until the Redemption. If a holder of Public Shares delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that Inflection Point instruct Continental to return the shares (physically or electronically). The holder can make such request by contacting Continental, at the address or email address listed in the accompanying proxy statement/prospectus. See “Extraordinary General Meeting of Inflection Point — Redemption Rights” of the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each director and officer of Inflection Point have agreed to, among other things, vote in favor of the Business Combination, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Inflection Point Ordinary Shares held by them. None of Inflection Point’s Sponsor, directors or officers received separate consideration for their waiver of redemption rights. The Founder Shares (as defined herein) held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns [•]% of the issued and outstanding Inflection Point Ordinary Shares.

Since Inflection Point’s initial public offering (the “IPO”), its only material financing consists of a convertible promissory note (the “Convertible Promissory Note”) issued to Michael Blitzer, Inflection Point’s Chairman and Chief Executive Officer, pursuant to which Inflection Point may borrow up to $2,500,000 from Mr. Blitzer, for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination or any other initial business combination. Pursuant to a securities purchase agreement, dated as of August 21, 2024, by and among Inflection Point, Michael Blitzer (Inflection Point’s Chairman and Chief Executive Officer) and USARE (the “Blitzer Series A SPA”), Inflection Point has agreed to issue at Closing, $1,250,000 in Stated Value (104,167 shares) of Series A Preferred Stock to Mr. Blitzer in exchange for his forgiveness of 50% of the then-outstanding balance of the Convertible Promissory Note.

Concurrently with the execution of the Business Combination Agreement, on August 21, 2024, Inflection Point, USARE and Inflection Point Fund I, LP, a Delaware limited partnership (“Inflection Point Fund”), an accredited investor that is an affiliate of Inflection Point, entered into a securities purchase agreement (the “Series A SPA”), pursuant to which Inflection Point Fund has agreed to purchase 759,804 shares of Series A Preferred Stock and a warrant exercisable to purchase 759,804 shares of New USARE Common Stock at an initial exercise price of $12.00 (the “Series A Preferred Investor Warrants”) for an aggregate purchase price of $9,117,648 (the “Series A Preferred Stock Investment”). Also concurrently with the execution of the Business Combination Agreement, on August 21, 2024, USARE and certain investors, and certain funds related to Inflection Point (Inflection Point Fund, Newtyn Partners, LP and Newtyn TE Partners, LP) (collectively, the “Class A Convertible Preferred Unit Investors”) entered into securities purchase agreements (the “Class A Convertible Preferred SPAs”). Pursuant to the Class A Convertible Preferred SPAs, the Class A Convertible Preferred Unit Investors purchased an aggregate of (i) 2,500,000 USARE Class A Convertible Preferred Units and (ii) USARE Class A Preferred Investor Warrants exercisable for an aggregate of 2,500,000 USARE Class A Units, for an aggregate purchase price of approximately $25.6 million. In addition, pursuant to a securities purchase agreement, dated as of August 21, 2024, by and between USARE and Mr. Blitzer (the “Blitzer Class A SPA”), USARE has issued 122,549 USARE Class A-2 Convertible Preferred Units and a USARE Class A Preferred Investor Warrant to purchase up to 31,250 USARE Class A Units in exchange for Mr. Blitzer’s promise to forgive, at Closing, the remaining 50% of the then-outstanding balance of the Convertible Promissory Note.

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by Inflection Point’s shareholders of the Condition Precedent Proposals, (ii) the registration statement of which the accompanying proxy statement/prospectus forms a part becoming effective, (iii) approval of the listing of the New USARE Common Stock on Nasdaq, subject to satisfaction of the round lot holders requirement for initial listing, (iv) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement, (v) the completion of the Domestication, (vi) the absence of an USARE Material Adverse Effect or an Inflection Point Material Adverse Effect (each as defined in the accompanying proxy statement/prospectus) and (vii) the substantially simultaneous closing of the Series A Preferred Stock Investment by Inflection Point Fund. We cannot assure you as to whether these conditions will be satisfied or waived.

The Inflection Point Units, Inflection Point Class A Ordinary Shares and Inflection Point Warrants (each as defined in the accompanying proxy statement/prospectus) are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “IPXXU,” “IPXX” and “IPXXW,” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, (subject to certain exceptions), Inflection Point is required to cause the New USARE Common Stock issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, New USARE Common Stock and New USARE Warrants are intended to be listed, subject to Nasdaq approval, under the proposed symbols “USAR” and “USARW”, respectively. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of the New USARE Common Stock and New USARE Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New USARE securities would not be listed on any nationally recognized securities exchange.

For terms used in this notice but not otherwise defined herein, please refer to the Frequently Used Terms section of the accompanying proxy statement/prospectus.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general

meeting or any adjournment thereof. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting, and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Incentive Plan Proposal is conditioned on the approval of the Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO CONTINENTAL THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND DELIVER YOUR PUBLIC SHARES TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS ABANDONED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the Inflection Point Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated            ,            and is first being mailed to shareholders on or about            ,            .

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Inflection Point” refer to Inflection Point Acquisition Corp. II (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and thereafter, subject to shareholder approval, will be a corporation incorporated under the laws of the State of Delaware). Following the Domestication, Inflection Point will be renamed “USA Rare Earth, Inc.” Inflection Point, following the Domestication, is referred to in this document as New USARE, and USARE, following the Closing, is referred to in this document as USARE OpCo.

In this document:

“Adjournment Proposal” means the proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if Inflection Point determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Merger or any other Transaction.

“Advisory Organizational Documents Proposals” means the four proposals to be considered at the extraordinary general meeting to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents.

“Aggregate Base Consideration” means (A) (i) the number of shares of New USARE Common Stock equal to the quotient of (a) (i) $800,000,000 minus (ii) the aggregate indebtedness of USARE and its direct and indirect subsidiaries as of immediately prior to the Effective Time (subject to certain exceptions) divided by (b) the Redemption Price.

“Aggregate Earnout Consideration” means subject to the vesting conditions described in this proxy statement/prospectus, up to 10,000,000 shares of New USARE Common Stock.

“ASC” means the Financial Accounting Standard Board’s Accounting Standards Codification.

“Blitzer Class A SPA” means the securities purchase agreement, dated as of August 21, 2024, by and between USARE and Michael Blitzer (Inflection Point’s Chairman and Chief Executive Officer), pursuant to which USARE issued 122,549 USARE Class A-2 Convertible Preferred Units and a USARE Class A Preferred Investor Warrant to purchase up to 31,250 USARE Class A Units in exchange for Mr. Blitzer’s promise to forgive, at Closing, 50% of the then-outstanding balance of the Convertible Promissory Note.

“Blitzer Series A SPA” means the securities purchase agreement, dated as of August 21, 2024, by and among Inflection Point, Michael Blitzer (Inflection Point’s Chairman and Chief Executive Officer) and USARE, pursuant to which Inflection Point has agreed to issue at Closing, 104,167 shares of Series A Preferred Stock to Mr. Blitzer in exchange for his forgiveness of 50% of the then-outstanding balance of the Convertible Promissory Note.

“Business Combination” means, collectively, the Merger, the Domestication and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of August 21, 2024, as amended by the First Amendment to the Business Combination Agreement, dated November 12, 2024, by and among Inflection Point, Merger Sub and USARE, as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Business Combination.

“Cantor” means Cantor Fitzgerald & Co.

“Cantor Fee Reduction Agreement” means that certain fee reduction agreement, dated August 20, 2024, by and among Inflection Point, Cantor and USARE, pursuant to which, upon consummation of the Business Combination, Cantor will accept, in lieu of the Original Deferred Fee: (i) either (at Inflection Point’s option) (A) a cash fee of $4,000,000 or (B) (1) a cash fee of $2,000,000 plus (2) 400,000 shares of New USARE Common Stock at an implied

value of $10.00 per share, plus (ii) 2.0% of the amount by which the Total Capital Raised (as defined in the Fee Reduction Agreement) exceeds $50,000,000. Additionally, solely if Inflection Point elects to pay the all-cash fee discussed above, Cantor will forfeit 1,650,000 Placement Warrants (as defined in the Fee Reduction Agreement).

“Cayman Constitutional Documents” means Inflection Point’s Amended and Restated Memorandum and Articles of Association, as amended from time to time.

“Certificate of Merger” means the certificate of merger to be filed with the Secretary of State of the State of Delaware to effect the Merger, a copy of the form of which is attached hereto as Annex B.

“Change of Control” means a transaction or series of transactions the result of which is (a) the acquisition by any Person or “group” (as defined in the Exchange Act) of Persons of direct or indirect beneficial ownership of securities representing 50% or more of the combined voting power of the then outstanding securities of New USARE, (b) a merger, consolidation, reorganization or other business combination, however effected, resulting in any Person or “group” (as defined in the Exchange Act) acquiring at least 50% of the combined voting power of the then outstanding securities of New USARE or the surviving Person outstanding immediately after such combination; or (c) a sale of all or substantially all of the assets of New USARE.

“Class A Convertible Preferred Investors” means those certain investors and certain funds related to Inflection Point (Inflection Point Fund, Newtyn Partners, LP and Newtyn TE Partners, LP) who purchased USARE Class A Convertible Preferred Units and USARE Class A Preferred Investor Warrants, pursuant to the Class A Convertible Preferred SPAs.

“Class A Convertible Preferred SPAs” means those certain securities purchase agreements, dated as of August 21, 2024, by and between USARE and the Class A Convertible Preferred Investors.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date the Closing occurs.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (as revised) of the Cayman Islands.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal and the Director Election Proposal.

“Continental” means Continental Stock Transfer & Trust Company.

“Convertible Promissory Note” means the convertible promissory note issued to Michael Blitzer, Inflection Point’s Chairman and Chief Executive Officer, pursuant to which Inflection Point may borrow up to $2,500,000 from Mr. Blitzer, for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination or any other initial business combination.

“D&O Indemnified Party” means any individual who, at or prior to the Closing, was a director, officer, employee or agent of Inflection Point, Merger Sub or the Target Companies, as the case may be, or who, at the request of Inflection Point, Merger Sub or the Target Companies, as the case may be, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators).

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Election Proposal” means the proposal to be considered at the extraordinary general meeting to elect seven (7) directors to serve on the New USARE Board until their respective successors are duly elected and qualified.

“Disclosure Schedules” means the disclosure schedules to the Business Combination Agreement.

“Domestication” means the continuation of Inflection Point by way of domestication of Inflection Point into a Delaware corporation under the applicable provisions of the Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes required in order to effect such Domestication, including the adoption of the Proposed Certificate of Incorporation (attached hereto as Annex C) consistent with the DGCL and changing the name and registered office of Inflection Point.

“Domestication Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Domestication.

“DTC” means The Depository Trust Company.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Earn-out Exchange Ratio” means the quotient of (A) the Aggregate Earn-out Consideration divided by (B) the USARE Fully Diluted Capital.

“Earn-out Period” means the five-year period beginning on the first anniversary of the Closing Date.

“Earn Out Shares” means the up to 10,000,000 shares of New USARE Common Stock that may be issued to the holders of USARE Class A Units, USARE Class B Units, USARE Convertible Units, USARE Incentive Units or USARE Warrants as of immediately prior to the Effective Time and each of their respective successors and assigns.

“Effective Time” means the effective time of the Merger.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the quotient of (A) the Aggregate Base Consideration divided by (B) the USARE Fully Diluted Capital.

“Excluded Units” means each unit of USARE that is owned by Inflection Point, Merger Sub or USARE (in treasury or otherwise) immediately prior to the Effective Time.

“Extension Meeting” means the extraordinary general meeting in lieu of an annual general meeting of shareholders of Inflection Point to be held on November 18, 2024, at which Inflection Point will seek the approval of the Extension Proposal and the IPXX Director Election Proposal as more fully described in the Definitive Proxy Statement on Schedule 14A filed by Inflection Point on October 7, 2024, as amended by the supplement to the Definitive Proxy Statement on Schedule 14A filed by Inflection Point on November 4, 2024.

“Extension Proposal” means the proposal to extend the date by which Inflection Point must complete the Business Combination or another initial business combination from November 30, 2024 to August 21, 2025 (or such earlier date as determined by the Inflection Point Board) to be presented to Inflection Point’s shareholders at the Extension Meeting as more fully described in the Definitive Proxy Statement on Schedule 14A filed by Inflection Point on October 7, 2024, as amended by the supplement the Definitive Proxy Statement on Schedule 14A filed by Inflection Point on November 4, 2024.

“extraordinary general meeting” means the extraordinary general meeting of Inflection Point’s shareholders, to be held at            a.m. Eastern Time on            at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020 and virtually at            , and any adjournments or postponements thereof.

“Founder Shares” means an aggregate of 6,250,000 Inflection Point Ordinary Shares, initially issued to the Sponsor as 6,250,000 Inflection Point Class B Ordinary Shares.

“GAAP” means U.S. generally accepted accounting principles.

“Incentive Plan Proposal” means the proposal to be considered at the extraordinary general meeting to approve the New Equity Incentive Plan.

“Inflection Point” means Inflection Point Acquisition Corp. II (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and after the Domestication will be a corporation incorporated under the laws of the State of Delaware).

“Inflection Point Board” means the board of directors of Inflection Point.

“Inflection Point Class A Ordinary Shares” means the Class A ordinary shares of Inflection Point, par value $0.0001 per share.

“Inflection Point Class B Ordinary Shares” means the Class B ordinary shares of Inflection Point, par value $0.0001 per share.

“Inflection Point Fund” means Inflection Point Fund I, LP, an accredited investor that is an affiliate of Inflection Point, Mr. Blitzer and the Sponsor.

“Inflection Point Ordinary Shares” means, collectively, the Inflection Point Class A Ordinary Shares and the Inflection Point Class B Ordinary Shares.

“Inflection Point Units” means the units sold in the IPO (including pursuant to the overallotment option), each consisting of one Inflection Point Class A Ordinary Share and one-half of one Public Warrant.

“Inflection Point Warrant” means a redeemable warrant exercisable for an Inflection Point Class A Ordinary Share.

“Interim Period” means the period beginning on the Signing Date and ending on the earlier of the termination of the Business Combination Agreement or the Closing Date.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPAX” means Inflection Point Acquisition Corp., a special purpose acquisition company that completed its initial business combination with Intuitive Machines, LLC on February 13, 2023, and changed its name to Intuitive Machines, Inc.

“IPO” means Inflection Point’s initial public offering of the Inflection Point Units, Public Shares and Public Warrants pursuant to a registration statement on Form S-1 declared effective by the SEC on May 24, 2023 (SEC File No. 333-271128). On May 30, 2023, Inflection Point completed the sale of 25,000,000 Inflection Point Units, including the issuance of 3,000,000 Inflection Point Units as a result of the underwriters’ exercise of their over-allotment option, in its initial public offering.

“IPXX Director Election Proposal” means the proposal to elect two Class I directors to the Inflection Point Board to be presented to Inflection Point’s shareholders at the Extension Meeting as more fully described in the Definitive Proxy Statement on Schedule 14A filed by Inflection Point on October 7, 2024, as amended by the supplement to the Definitive Proxy Statement on Schedule 14A filed by Inflection Point on November 4, 2024.

“Item 1300” means Item 1300 of Regulation S-K.

“JOBS Act” means the Jumpstart our Business Startups Act of 2012.

“Letter Agreement” means the letter agreement, dated May 24, 2023, by and among Inflection Point, its directors and officers and the Sponsor containing provisions relating to transfer restrictions of the Founder Shares and Private Placement Warrants, indemnification of the Trust Account, voting obligations, waiver of redemption rights and participation in liquidation distributions from the Trust Account.

“Maturity Date” means, with respect to the Convertible Promissory Note, the earlier of (i) November 30, 2024, or such later date by which Inflection Point must consummate an initial business combination pursuant to its governing documents (as may be amended by a shareholder vote) and (ii) the effective date of Inflection Point’s initial business combination.

“Member Support Agreement” means that certain Member Support Agreement, dated as of August 21, 2024 (as it may be amended or supplemented from time to time), by and between Inflection Point, USARE and certain USARE Members.

“Merger” means, at Closing, the process whereby Merger Sub will merge with and into USARE, with USARE OpCo being the surviving company of the Merger, pursuant to the Business Combination Agreement and the Certificate of Merger.

“Merger Sub” means, prior to Closing, IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Inflection Point.

“Nasdaq” means the Nasdaq Stock Market LLC.

“New Equity Incentive Plan” means the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan.

“New USARE” means Inflection Point following the Closing (which will be renamed “USA Rare Earth, Inc.”).

“New USARE Board” means the board of directors of New USARE subsequent to the Closing.

“New USARE Common Stock” means the common stock of New USARE, par value $0.0001 per share.

“New USARE Preferred Stock” means the preferred stock of New USARE, par value $0.0001 per share.

“New USARE Warrant” means a warrant to acquire one (1) share of New USARE Common Stock deemed issued upon conversion of an Inflection Point Warrant pursuant to the Domestication.

“Organizational Documents Proposal” means the proposal to be considered at the extraordinary general meeting to approve by special resolution the Proposed Certificate of Incorporation and the Proposed By-Laws. A copy of each of the Proposed Certificate of Incorporation and the Proposed By-Laws is attached to this proxy statement/prospectus as Annex C and Annex D, respectively.

“Original Deferred Fee” means an aggregate cash amount of $13,100,000 as “deferred underwriting commissions” that Inflection Point agreed to pay to Cantor upon the consummation of an initial business combination pursuant to the Underwriting Agreement prior to its amendment by the Fee Reduction Agreement.

“Outside Date” means August 21, 2025.

“PCAOB” means the Public Company Accounting Oversight Board (United States).

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

“Per Unit Base Consideration” means a number of shares of New USARE Common Stock equal to the Exchange Ratio.

“Per Unit Earn-out Consideration” means the right to receive, subject to the vesting conditions described in this proxy statement/prospectus, a number of shares of New USARE Common Stock equal to the Earn-out Exchange Ratio.

“PIPE Investment” means any purchase of New USARE Common Stock, shares of one or more series of New USARE Preferred Stock or convertible debt securities of New USARE (excluding, for the avoidance of doubt, the Series A Preferred Stock Investment) with such purchases to be consummated prior to or substantially concurrently with the Closing (but, for the avoidance of doubt, no earlier than the calendar day after the day in which the Domestication is consummated), solely to the extent that the terms of any such purchase have been approved in writing by USARE.

“Private Placement Warrants” means the 7,650,000 Inflection Point Warrants, each exercisable for one Inflection Point Class A Ordinary Share at $11.50 per share, purchased by the Sponsor and Cantor for an aggregate purchase price of $7,650,000, or $1.00 per warrant in a private placement that closed simultaneously with the IPO. Of the 7,650,000 Private Placement Warrants, the Sponsor purchased 6,000,000 Private Placement Warrants and Cantor purchased 1,650,000 Private Placement Warrants.

“Proposed By-Laws” mean the proposed by-laws of New USARE to be in effect following the Domestication and Business Combination, a form of which is attached to this proxy statement/prospectus as Annex D.

“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of New USARE to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex C.

“Proposed Organizational Documents” means the Proposed Certificate of Incorporation and the Proposed By-Laws.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the Inflection Point Class A Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the Inflection Point Units or thereafter in the open market).

“Public Warrant Holders” means the holders of the Public Warrants.

“Public Warrants” means the Inflection Point Warrants included in the Inflection Point Units sold in the IPO (whether they were purchased in the IPO as part of the Inflection Point Unit or thereafter in the open market).

“Record Date” means            .

“Redemption” means the redemption of Inflection Point’s Public Shares properly tendered for redemption in connection with the Business Combination pursuant to the Cayman Constitutional Documents.

“Redemption Price” means an amount equal to the price at which each Inflection Point Class A Ordinary Share may be redeemed pursuant to the Redemption, which price will be the per-share price, equal to a pro rata portion of the aggregate amount on deposit in the Trust Account (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing) as of two business days prior to the completion of the Business Combination, calculated in accordance with the Cayman Constitutional Documents, payable upon the Redemption of Public Shares.

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among Inflection Point, USARE, the Sponsor, and certain other parties thereto upon the completion of the Business Combination. A form of the Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex I.

“Related Agreements” means the Sponsor Support Agreement, the Member Support Agreement, the Seventh A&R Operating Agreement, the Registration Rights Agreement, the Sponsor Lock-Up Agreement, the Series A Preferred Stock Certificate of Designation and all documents and agreements entered into in connection with the Series A Preferred Stock Investment, including the Series A SPA.

“Round Top” means the Round Top Mountain deposit in West Texas.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Series A Preferred Investor Warrant” means a warrant to purchase a number of shares of New USARE Common Stock at an initial exercise price of $12.00, subject to adjustment, in substantially the form attached to this proxy statement/prospectus as Annex F.

“Series A Preferred Stock” means New USARE’s 12% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, having the rights, preferences and privileges set forth in the Series A Preferred Stock Certificate of Designation.

“Series A Preferred Stock Certificate of Designation” means that certain Certificate of Designations of Preferences, Rights and Limitations of 12% Series A Cumulative Convertible Preferred Stock Series A Preferred Stock, which sets forth the rights, preferences and privileges of the Series A Preferred Stock, which Inflection Point will file with the Secretary of State of the State of Delaware following the Domestication in connection with the Closing, in substantially the form attached to this proxy statement/prospectus as Annex E.

“Series A Preferred Stock Investment” means the purchase by Inflection Point Fund, at Closing, of 759,804 shares of Series A Preferred Stock and a Series A Preferred Investor Warrant to purchase 759,804 shares of New USARE Common Stock at an initial exercise price of $12.00 per share, subject to adjustment, for an aggregate purchase price of $9,117,648, pursuant to the Series A SPA.

“Series A SPA” means the securities purchase agreement, dated as of August 21, 2024, by and among Inflection Point, USARE and Inflection Point Fund, pursuant to, and on the terms and subject to the conditions of which, New USARE will issue and sell (i) an aggregate of 759,804 shares of Series A Preferred Stock and (ii) a Series A Preferred Investor Warrant to purchase 759,804 shares of New USARE Common Stock at an initial exercise price of $12.00 per share, subject to adjustment, for an aggregate purchase price of $9,117,648.

“Seventh A&R Operating Agreement” means the seventh amended and restated limited liability company agreement of USARE OpCo to be adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex K.

“Shareholder Proposals” means, collectively, (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Incentive Plan Proposal, (g) the Director Election Proposal, and (h) the Adjournment Proposal, if presented.

“Signing Date” means August 21, 2024, the date of the Business Combination Agreement.

“Sponsor” means Inflection Point Holdings II LLC, a Delaware limited liability company.

“Sponsor Lock-Up Agreement” means the lock-up agreement to be entered into by and between New USARE and the Sponsor at Closing, pursuant to which the Sponsor and its permitted assigns will agree not to, prior to the date that is six (6) months after the Closing Date (the “Initial Common Stock Lock-Up Period”), (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, (a) any shares of New USARE Common Stock the Sponsor received upon conversion of its Class A Ordinary Shares (following the Sponsor Share Conversion) in connection with the Domestication (the “Sponsor Lock-Up Shares”), (ii) enter into any swap or other transfer arrangement in respect of the Sponsor Lock-Up Shares or (iii) take any other similar actions (the actions specified in the foregoing clauses (i) through (iii), collectively, “Transfer”) in each case, without the prior written consent of the New USARE Board). The Sponsor and its permitted assigns will also agree not to, prior to the date that is one (1) year after the Closing Date (the “Second Common Stock Lock-Up Period”) Transfer more than 50% of the Sponsor Lock-Up Shares in each case, without the prior written consent of the New USARE Board. In addition, the Sponsor will agree to not Transfer any Warrants received upon conversion of Private Placement Warrants in connection with the Domestication (or the shares of New USARE Common Stock issuable upon exercise of such warrants), prior to the date that is 30 days after the Closing Date. The Sponsor Lock-Up Agreement will provide for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain conditions, or the exercise of certain stock options and warrants.

“Sponsor Share Conversion” means the conversion, immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents and the Sponsor Support Agreement, of each of the then issued and outstanding Inflection Point Class B Ordinary Share, on a one-for-one basis, into one (1) Inflection Point Class A Ordinary Share, subject to the approval of the Domestication Proposal.

“Sponsor Support Agreement” means the sponsor support agreement, dated August 21, 2024, by and among Inflection Point, the Sponsor and USARE, as it may be amended and supplemented from time to time. A copy of the Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex G.

“Stated Value” means the $12.00 stated value of each share of Series A Preferred Stock.

“Stock Issuance Proposal” means the proposal to be considered at the extraordinary general meeting to approve the issuance of New USARE Common Stock and securities convertible into and exercisable for New USARE Common Stock (i)            Inflection Point Fund, pursuant to the Series A Preferred Stock Investment, (ii) to the USARE Members pursuant to the Business Combination Agreement and (iii) to any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing.

“Target Companies” means USARE and its direct and indirect subsidiaries.

“Trading Day” means a day on which shares of New USARE Common Stock are actually traded on the principal securities exchange or securities market on which shares of New USARE Common Stock are then traded.

“Transaction Documents” means each of the agreements and instruments contemplated by the Business Combination Agreement or otherwise related to the transactions contemplated by the Business Combination Agreement and such other agreements or instruments contemplated by the Business Combination Agreement, in each case, that was executed and delivered on the date of the Business Combination Agreement or will be executed and delivered on or prior to the date of Closing by a USARE Member, USARE, New USARE, Inflection Point, the Sponsor and/or any of their respective affiliates, including the Related Agreements.

“Transactions” means, collectively, the Business Combination and the other transactions contemplated by the Transaction Documents.

“Treasury Regulations” means the final, temporary and proposed regulations under the Code, as promulgated by the U.S. Department of Treasury from time to time.

“Trust Account” means the trust account of Inflection Point, which holds the remaining net proceeds from the IPO and the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of May 24, 2023, by and between Inflection Point and Continental.

“TVC” means The Venture Collective LLC, an affiliate of Inflection Point and one of its directors, Nicholas Shekerdemian.

“Underwriting Agreement” means that certain Underwriting Agreement between Inflection Point and Cantor, dated May 24, 2023.

“USARE” means USA Rare Earth, LLC, a Delaware limited liability company, prior to the Closing.

“USARE Class A Preferred Investor Warrant” means a warrant to purchase USARE Class A Units at an initial exercise price of $12.00 per unit issued to the holders of USARE Class A Convertible Preferred Units.

“USARE Class A Units” means Class A units of USARE.

“USARE Class B Units” means Class B units of USARE.

“USARE Class A Convertible Preferred Units” means, collectively, the USARE Class A-1 Convertible Preferred Units and the USARE Class A-2 Convertible Preferred Units.

“USARE Class A-1 Convertible Preferred Units” means Class A-1 convertible preferred units of USARE.

“USARE Class A-2 Convertible Preferred Units” means Class A-2 convertible preferred units of USARE.

“USARE Class C Convertible Preferred Units” means Class C convertible preferred units of USARE.

“USARE Class C-1 Convertible Preferred Units” means Class C-1 convertible preferred units of USARE.

“USARE Fully Diluted Capital” means the sum (without duplication) of the aggregate number of (i) USARE Class A Units that are issued and outstanding immediately prior to the Effective Time, (ii) USARE Class B Units that are issued and outstanding immediately prior to the Effective Time (including all USARE Class B Units issued upon conversion of all outstanding USARE Class C Convertible Preferred Units and USARE Class C-1 Convertible Preferred Units), (iii) all USARE Class A Units and USARE Class B Units issuable upon full exercise of all issued and outstanding USARE Warrants (calculated using the treasury method of accounting on a cashless exercise basis) and (iv) all USARE Class A Units and USARE Class B Units issuable upon full exercise, exchange or conversion of all issued and outstanding USARE Incentive Units (calculated using the treasury method of accounting on a cashless exercise basis).

“USARE Incentive Units” means each incentive unit of USARE that is issued and outstanding immediately prior to the Effective Time.

“USARE Lock-Up Holders” means the existing USARE Members (excluding the holders of the USARE Class A Convertible Preferred Units and the USARE Class A Preferred Investor Warrants, solely with respect to the New USARE securities received in exchange for such USARE securities), prior to the Closing.

“USARE Members” means all members of USARE prior to the Closing.

“USARE OA” means USARE’s Sixth Amended and Restated Operating Agreement, as amended.

“USARE OpCo” means USA Rare Earth, LLC, following the Closing.

“USARE Supporting Members” means the USARE Members party to the Member Support Agreement.

“USARE Warrants” means warrants to purchase units of USARE (excluding the USARE Class A Preferred Investor Warrants) that are outstanding and unexercised immediately prior to the Effective Time.

“Warrant Agreement” means the Warrant Agreement, dated as of May 24, 2023, between Inflection Point and Continental, which governs the outstanding Inflection Point Warrants.

MARKET AND INDUSTRY DATA

Inflection Point and USARE are responsible for the disclosure contained in this proxy statement/prospectus. Information contained in this proxy statement/prospectus concerning the market and the industry in which USARE competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by USARE based on such sources and USARE’s knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Neither Inflection Point nor USARE have independently verified this third-party information. The industry in which USARE operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Our Business and Industry” and elsewhere in this proxy statement/prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for Inflection Point’s, USARE’s and New USARE’s respective businesses, and the timing for and ability of Inflection Point and USARE to complete the Business Combination. These statements are based on the beliefs and assumptions of the management of Inflection Point and USARE. Although Inflection Point and USARE believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Inflection Point nor USARE can assure you that either will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about Inflection Point and USARE prior to the Business Combination and New USARE and USARE OpCo following the Business Combination, including:

•        the ability to realize the benefits expected from the Business Combination;

•        the ability to consummate the Business Combination;

•        the ability to obtain and/or maintain the listing of the New USARE Common Stock and the New USARE Warrants on Nasdaq following the Business Combination;

•        the ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

•        the future financial performance of New USARE and USARE OpCo following the Business Combination;

•        New USARE’s and USARE OpCo’s ability to retain or recruit, or to effect changes required in, their respective officers, key employees or directors following the Business Combination;

•        New USARE’s and USARE OpCo’s ability to comply with laws and regulations applicable to its business; and

•        expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and Inflection Point’s and USARE’s management teams’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Inflection Point, USARE and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Inflection Point’s or USARE’s management teams’ views as of any subsequent date. Neither Inflection Point nor USARE undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•        the fact that USARE has no history in commercial operations which limits the accuracy of any forward-looking forecasts, prospects or business outlook or plans;

•        that USARE may not be able to generate positive cashflow from its expected future business operations;

•        there may be time delays, unforeseen expenses, increased capital costs, and other complications;

•        the Round Top Project is at the exploration stage and may not develop into a producing mine;

•        the magnet production business is subject to the availability of REE oxide and metal feedstock;

•        fluctuations in demand for, and prices of, Neodymium Iron Boron (“NdFeB”) magnets, magnet materials, and necessary feedstock;

•        inability to convert current commercial discussions and/or memorandums of understanding with customers into definitive contracts;

•        the growth of existing and emerging uses for NdFeB magnets;

•        changes in the global supply of NdFeB magnets;

•        operating in a highly competitive industry;

•        changes in China’s or the United States’ political environment and policies;

•        inability to obtain sufficient capital or other resources necessary to provide for such production;

•        any failure by management to manage growth properly could negatively impact our business.

•        power or other utility disruption or shortage;

•        increasing costs, including rising electricity and other utility costs, or limited access to raw materials;

•        fluctuations in transportation costs or disruptions in transportation services or damage or loss during transport;

•        any inability to meet individual customer specifications;

•        diminished access to water;

•        work stoppages or similar difficulties, breakdown in labor relations, or a shortage of skilled technicians and engineers;

•        failure to retain key personnel or attract additional qualified personnel;

•        inability to hire and retain a qualified Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”);

•        failure to comply with certain agreements with government entities that have provided us with certain incentives and favorable financing;

•        in ability to access debt capital when otherwise necessary or advisable;

•        impacts of force majeure events;

•        failure to develop and maintain relationships with local communities and stakeholders;

•        that USARE has generated negative operating cash flows and may experience negative cash flow from operations in the future;

•        extensive and costly environmental requirements;

•        the need to obtain and sustain governmental permits and approvals;

•        failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations;

•        costs of compliance with environmental, health and safety regulations;

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF INFLECTION POINT

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to Inflection Point’s shareholders. Inflection Point urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at            a.m., Eastern Time, on            , at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast. To participate in the extraordinary general meeting online, visit            and enter the 12 digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

Q.     Why am I receiving this proxy statement/prospectus?

A.     Inflection Point shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. The Business Combination Agreement provides that, among other things, following the Domestication of Inflection Point to Delaware as described below, Merger Sub will merge with and into USARE, with USARE surviving as a wholly-owned subsidiary of Inflection Point, resulting in a combined company whereby Inflection Point will become the managing member of USARE OpCo, and substantially all of the assets and the business of the combined company will be held by USARE OpCo and its subsidiaries, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.

In connection with the completion of the Business Combination, Inflection Point will provide its public shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the Business Combination Agreement and Inflection Point’s governing documents. Inflection Point will complete the Redemption of properly tendered Public Shares at least one day prior to the Domestication. As a condition to, and at least one day prior to the Closing, Inflection Point will change its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Inflection Point’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents and the Sponsor Support Agreement, each Inflection Point Class B Ordinary Share will convert automatically, on a one-for-one basis, into an Inflection Point Class A Ordinary Share. Immediately following such conversion, in connection with the Domestication, (i) each of the then issued and outstanding Inflection Point Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of New USARE Common Stock; (ii) each of the then issued and outstanding Inflection Point Warrants will automatically become a New USARE Warrant; and (iii) each Inflection Point Unit issued and outstanding as of immediately prior to the Domestication will automatically be canceled and each holder will receive one share of New USARE Common Stock and one-half of one New USARE Warrant, per Inflection Point Unit held immediately prior to the Domestication. See the section of this proxy statement/prospectus entitled “The Domestication Proposal” for additional information.

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF INFLECTION POINT AND USARE, CAREFULLY AND IN ITS ENTIRETY.

Q.     What proposals are shareholders of Inflection Point being asked to vote upon?

A.     At the extraordinary general meeting, Inflection Point is asking holders of Inflection Point Ordinary Shares to consider and vote upon:

•        The Business Combination Proposal;

•        The Domestication Proposal;

•        The Stock Issuance Proposal;

•        The Organizational Documents Proposal;

•        The Advisory Organizational Documents Proposals;

•        The Incentive Plan Proposal;

•        The Director Election Proposal; and

•        The Adjournment Proposal, if presented.

If Inflection Point’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “The Business Combination Proposal,” “The Domestication Proposal,” “The Stock Issuance Proposal,” “The Organizational Documents Proposal,” “The Incentive Plan Proposal,” and “The Director Election Proposal.”

Inflection Point will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Inflection Point should read it carefully.

After careful consideration, the Inflection Point Board has determined that each of (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Incentive Plan Proposal, (g) the Director Election Proposal, and (h) and the Adjournment Proposal, if presented, are in the best interests of Inflection Point and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Inflection Point’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

Q.     Are the proposals conditioned on one another?

A.     Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Incentive Plan Proposal is conditioned on the approval of the Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal.

Q.     Why is Inflection Point proposing the Business Combination?

A.     Inflection Point was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

USA Rare Earth, LLC is a Delaware limited liability company formed on May 6, 2019. USARE is a company whose mission is to establish a vertically integrated, domestic rare earth magnet supply chain that supports the future state of energy, mobility, and national security in the United States. USARE is developing a NdFeB magnet manufacturing plant in the United States, and establishing domestic rare earth and critical minerals supply, extraction, and processing capabilities to both supply its magnet manufacturing plant and market surplus materials to third-parties. Based on Inflection Point’s due diligence investigations of USARE and the industry in which it operates, including the financial and other information provided by USARE in the course of Inflection Point’s due diligence investigations, the Inflection Point Board believes that the Business Combination with USARE in the best interests of Inflection Point and its shareholders. However, there is no assurance of this. See “The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information.

Although the Inflection Point Board believes that the Business Combination with USARE presents a unique business combination opportunity and is in the best interests of Inflection Point and its shareholders, the Inflection Point Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination,” of this proxy statement/prospectus as well as in the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to Our Business and Industry.”

Q.     What will USARE Members receive in connection with the Business Combination?

A.     Pursuant to the Business Combination Agreement, prior to the Effective Time, (i) each warrant to purchase USARE Class C Convertible Preferred Units and each warrant to purchase USARE Class C-1 Convertible Preferred Unit, in each case, that is outstanding and unexercised immediately prior to the Effective Time, shall automatically be exercised on a cashless basis in full in accordance with its terms and (ii) immediately thereafter, each then-issued and outstanding USARE Class C Convertible Preferred Unit and each then-issued and outstanding USARE Class C-1 Convertible Preferred Unit (including each USARE Class C Convertible Preferred Unit and USARE Class C-1 Convertible Preferred Unit issued upon the automatic exercise described in the preceding clause (i)) shall automatically convert into such number of USARE Class B Units into which such USARE Class C Convertible Preferred Unit or USARE Class C-1 Convertible Preferred Unit, as applicable, is convertible in connection with the Merger and pursuant to the USARE OA.

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, at the Effective Time:

(i)     each Excluded Unit shall be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefore;

(ii)    each USARE Class A Unit that is issued and outstanding immediately prior to the Effective Time (including all USARE Class A Units outstanding or deemed outstanding (a) upon the deemed exchange or conversion of the USARE Incentive Units and (b) upon the deemed exercise of the USARE Warrants, but excluding the Excluded Units) shall be cancelled and converted into the right to receive the Per Unit Base Consideration and the right to receive, subject to the vesting conditions described below, the Per Unit Earn-out Consideration;

(iii)   each USARE Incentive Unit that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall, by virtue of the occurrence of the Merger, (x) to the extent the holder of such USARE Incentive Unit is continuously employed by or providing services to USARE from the Signing Date through the Effective Time, be automatically deemed to be fully vested, (y) regardless of such employment or service status, be automatically deemed exchanged or converted (on a cashless basis) into a number of USARE Class A Units equal to the number of USARE Incentive Units covered by the award multiplied by an exchange ratio generally based on the in-the-money value of the USARE Incentive Units, as determined in accordance with the terms of the Business Combination Agreement, the USARE OA, the Second Amended and Restated USA Rare Earth, LLC Incentive Plan (as amended) and the award agreements thereunder, and each USARE Class A Unit issued or issuable upon such deemed exchange or conversion shall be treated as being issued and outstanding immediately prior to the Effective Time and such USARE Class A Unit shall be treated as noted above;

(iv)   each USARE Warrant (excluding the USARE Class A Preferred Investor Warrants) that is outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the occurrence of the Merger, automatically be exercised or deemed exercised on a cashless basis in full accordance with its terms immediately prior to the Effective Time, and each USARE Class A Unit or USARE Class B Unit issued or issuable upon such exercise shall be treated as being issued and outstanding immediately prior to the Effective Time and such USARE Class A Unit and Class B Unit shall be treated as noted above;

(v)    each USARE Class B Unit that is issued and outstanding immediately prior to the Effective Time (including all USARE Class B Units outstanding or deemed outstanding upon the deemed exercise of the USARE Warrants, but excluding the Excluded Units) shall be cancelled and converted into the right to receive the Per Unit Base Consideration and the Per Unit Earn-out Consideration;

(vi)   each USARE Class A Convertible Preferred Unit that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall be cancelled and converted into the right to receive one share of Series A Preferred Stock; and

(vii)  each USARE Class A Preferred Investor Warrant shall be cancelled and converted into the right to receive a Series A Preferred Investor Warrant exercisable for a number of shares of New USARE Common Stock equal to the aggregate number of USARE Class A Units that would be issued upon full exercise of such USARE Class A Preferred Investor Warrant.

Pursuant to the Business Combination Agreement, the aggregate consideration to be paid in, or in connection with, the Merger in respect of the outstanding equity securities of USARE (excluding the USARE Class A Convertible Preferred Units and the USARE Class A Preferred Investor Warrants) will be the Aggregate Base Consideration plus the Aggregate Earn-out Consideration. The Aggregate Earn-out Consideration is subject to certain customary adjustments as described in the Business Combination Agreement. The Exchange Ratio shall be equal to the quotient of the Aggregate Base Consideration divided by the USARE Fully Diluted Capital.

Q.     What equity stake will current Inflection Point shareholders and USARE Members hold in New USARE immediately after the consummation of the Business Combination?

Upon consummation of the Business Combination, the post-Closing share ownership of New USARE under (1) the No Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario, excluding the dilutive effect of Public Warrants, Private Warrants, Series A Preferred Investor Warrants and earn-out consideration would be as follows:

____________

*        Percentages may not sum to 100.0% due to rounding.

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Inflection Point Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(2)      Assumes that 25% of Public Shareholders, holding 6,250,000 Inflection Point Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $67.6 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024.

(3)      Assumes that 50% of Public Shareholders, holding 12,500,000 Inflection Point Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $135.1 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024.

(4)      Assumes that 75% of Public Shareholders, holding 18,750,000 Inflection Point Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $202.7 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024.

(5)      Assumes that all of Public Shareholders, holding 25,000,000 Inflection Point Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $270.2 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024.

(6)      Assumes (i) there is no aggregate indebtedness of USARE and its direct and indirect subsidiaries as of immediately prior to the Effective Time (subject to certain exceptions) and (ii) the amount at which each Class A Ordinary Share may be redeemed pursuant to the Redemption is approximately $10.81.

(7)      Includes 2,500,000 shares of Series A Preferred Stock issued to the Class A Convertible Preferred Unit Investors, 759,804 shares of Series A Preferred Stock to be purchased by Inflection Point Fund I, LP at the close of the Business Combination, 122,549 shares of New USARE Common Stock underlying 122,549 shares of Series A Preferred Stock issued to Mr. Blitzer upon conversion of 122,549 USARE Class A-2 Convertible Preferred Units issued to him pursuant to the Blitzer Class A SPA, 104,167 shares of New USARE Common Stock underlying 104,167 shares of Series A Preferred Shares to be issued to Mr. Blitzer at the close of the Business Combination pursuant to the Blitzer Series A SPA.

(8)      The Maximum Redemptions scenario assumes 900,000 Private Warrants are forfeited by the Sponsor under the terms of the Sponsor Support Agreement

(9)      Excludes 1,650,000 Private Placement Warrants held by Cantor, which are expected to be forfeited under the Cantor Fee Reduction Agreement.

(10)    Includes 2,968,750 shares of New USARE Common Stock underlying Series A Preferred Investor Warrants issued to the Class A Convertible Preferred Unit Investors, 759,804 shares of New USARE Common Stock underlying a Series A Preferred Investor Warrant to be issued to Inflection Point Fund at the close of the Business Combinations and 32,150 shares of New USARE Common Stock underlying a Series A Preferred Investor Warrant to be issued to Mr. Blitzer upon conversion of a USARE Class A Preferred Investor Warrant issued to him pursuant to the Blitzer Class A SPA.

The following table illustrates the potential dilutive effect of New USARE Warrants, Series A Preferred Investor Warrants, and earn-out consideration (in all scenarios) assuming (i) all New USARE Warrants are exercised and (ii) all Series A Preferred Investor Warrants are exercised:

____________

*        Percentages may not sum to 100.0% due to rounding.

(1)      Share ownership presented under each redemptions scenario in the tables above are only presented for illustrative purposes. Inflection Point cannot predict how many Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current Inflection Point Shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination — The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares could increase the probability that the Business Combination will be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.”

(2)      This scenario assumes that no Inflection Point Class A Ordinary Shares are redeemed, which is a redemptions scenario that could occur.

(3)      This scenario assumes that 6,250,000 of Inflection Point Class A Ordinary Shares, or 25% of the Public Shares, are redeemed for an aggregate payment of approximately $67.6 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur.

(4)      This scenario assumes that 12,500,000 of Inflection Point Class A Ordinary Shares, or 50% of the Public Shares, are redeemed for an aggregate payment of approximately $135.1 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur.

(5)      This scenario assumes that 18,750,000 of Inflection Point Class A Ordinary Shares, or 75% of the Public Shares, are redeemed for an aggregate payment of approximately $202.7 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur.

(6)      This scenario assumes that 25,000,000 of Inflection Point Class A Ordinary Shares, or all of the Public Shares, are redeemed for an aggregate payment of approximately $270.2 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur.

(7)      Represents Founder Shares held by the Sponsor.

(8)      Excludes 1,650,000 Private Placement Warrants held by Cantor, which are expected to be forfeited under the Cantor Fee Reduction Agreement.

(9)      The Maximum Redemptions scenario assumes 900,000 Private Warrants are forfeited by the Sponsor under the terms of the Sponsor Support Agreement.

(10)    Assumes (i) there is no aggregate indebtedness of USARE and its direct and indirect subsidiaries as of immediately prior to the Effective Time (subject to certain exceptions) and (ii) the amount at which each Class A Ordinary Share may be redeemed pursuant to the Redemption is approximately $10.81.

(11)    Includes 2,500,000 shares of New USARE Common Stock underlying 2,500,000 shares of Series A Preferred Stock and 2,968,750 shares of New USARE Common Stock underlying Series A Preferred Investor Warrants issued to the Class A Convertible Preferred Unit Investors, 759,804 shares of New USARE Common Stock underlying 759,804 shares of Series A Preferred Stock to be purchased by Inflection Point Fund I, LP at the close of the Business Combination, 759,804 shares of New USARE Common Stock underlying a Series A Preferred Investor Warrant to be issued to Inflection Point Fund at the close of the Business Combinations, 122,549 shares of New USARE Common Stock underlying 122,549 shares of Series A Preferred Stock issued to Mr. Blitzer upon conversion of 122,549 USARE Class A-2 Convertible Preferred Units issued to him pursuant to the Blitzer Class A SPA, 104,167 shares of New USARE Common Stock underlying 104,167 shares of Series A Preferred Shares to be issued to Mr. Blitzer at the close of the Business Combination pursuant to the Blitzer Series A SPA and 32,150 shares of New USARE Common Stock underlying a Series A Preferred Investor Warrant to be issued to Mr. Blitzer upon conversion of a USARE Class A Preferred Investor Warrant issued to him pursuant to the Blitzer Class A SPA.

The following table illustrates the potential dilutive effect of New USARE Warrants, Series A Preferred Investor Warrants, and earn-out consideration (in all scenarios) assuming (i) all outstanding warrants are exercised, (ii) all Series A Preferred Investor Warrants are exercised, and (iii) all Earn Out Units are vested:

____________

*        Percentages may not sum to 100.0% due to rounding.

(1)      Share ownership presented under each redemptions scenario in the tables above are only presented for illustrative purposes. Inflection Point cannot predict how many Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current Inflection Point Shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination — The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares could increase the probability that the Business Combination will be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.”

(2)      This scenario assumes that no Inflection Point Class A Ordinary Shares are redeemed, which is a redemptions scenario that could occur.

(3)      This scenario assumes that 6,250,000 of Inflection Point Class A Ordinary Shares, or 25% of the Public Shares, are redeemed for an aggregate payment of approximately $67.6 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur.

(4)      This scenario assumes that 12,500,000 of Inflection Point Class A Ordinary Shares, or 50% of the Public Shares, are redeemed for an aggregate payment of approximately $135.1 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur.

(5)      This scenario assumes that 18,750,000 of Inflection Point Class A Ordinary Shares, or 75% of the Public Shares, are redeemed for an aggregate payment of approximately $202.7 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur.

(6)      This scenario assumes that 25,000,000 of Inflection Point Class A Ordinary Shares, or all of the Public Shares, are redeemed for an aggregate payment of approximately $270.2 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur.

(7)      Represents Founder Shares held by the Sponsor.

(8)      Excludes 1,650,000 Private Placement Warrants held by Cantor, which are expected to be forfeited under the Cantor Fee Reduction Agreement.

(9)      The Maximum Redemptions scenario assumes 900,000 Private Warrants are forfeited by the Sponsor under the terms of the Sponsor Support Agreement.

(10)    Assumes (i) there is no aggregate indebtedness of USARE and its direct and indirect subsidiaries as of immediately prior to the Effective Time (subject to certain exceptions) and (ii) the amount at which each Class A Ordinary Share may be redeemed pursuant to the Redemption is approximately $10.81. Includes 10,000,000 Earn-Out Units issued to USARE shareholders received as earnout consideration.

(11)    Includes 100,000 Earn-Out Units issued to USARE’s financial advisor received as earnout consideration.

(12)    Includes 2,500,000 shares of New USARE Common Stock underlying 2,500,000 shares of Series A Preferred Stock and 2,968,750 shares of New USARE Common Stock underlying Series A Preferred Investor Warrants issued to the Class A Convertible Preferred Unit Investors, 759,804 shares of New USARE Common Stock underlying 759,804 shares of Series A Preferred Stock to be purchased by Inflection Point Fund I, LP at the close of the Business Combination, 759,804 shares of New USARE Common Stock underlying a Series A Preferred Investor Warrant to be issued to Inflection Point Fund at the close of the Business Combinations, 122,549 shares of New USARE Common Stock underlying 122,549 shares of Series A Preferred Stock issued to Mr. Blitzer upon conversion of 122,549 USARE Class A-2 Convertible Preferred Units issued to him pursuant to the Blitzer Class A SPA, 104,167 shares of New USARE Common Stock underlying 104,167 shares of Series A Preferred Shares to be issued to Mr. Blitzer at the close of the Business Combination pursuant to the Blitzer Series A SPA and 32,150 shares of New USARE Common Stock underlying a Series A Preferred Investor Warrant to be issued to Mr. Blitzer upon conversion of a USARE Class A Preferred Investor Warrant issued to him pursuant to the Blitzer Class A SPA .

Q.     How has the announcement of the Business Combination affected the trading price of the Inflection Point Class A Ordinary Shares?

A.     On August 20, 2024, the last trading date prior to the public announcement of the Business Combination, Inflection Point Units, Inflection Point Class A Ordinary Shares and Public Warrants closed at $10.87, $10.69 and $0.20, respectively. As of November 11, 2024, the last practicable trading day immediately prior to the filing date of this proxy statement/prospectus, the closing price for each Inflection Point Unit, Inflection Point Class A Ordinary Share and Public Warrant was $10.86, $10.80 and $0.25 respectively.

Q.     Will Inflection Point obtain new financing in connection with the Business Combination?

A.     Yes. Inflection Point Fund has agreed to purchase 759,804 shares of Series A Preferred Stock and Series A Preferred Investor Warrants to purchase 759,804 shares of New USARE Common Stock at an initial exercise price of $12.00, subject to adjustment, for an aggregate purchase price of $9,117,648, in the Series A Preferred Stock Investment. In addition, pursuant to the Blitzer Series A SPA, Inflection Point has agreed to issue at Closing, $1,250,000 in Stated Value (104,167 shares) of Series A Preferred Stock to Mr. Blitzer in exchange for his forgiveness of 50% of the then-outstanding balance of the Convertible Promissory Note. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Related Agreements — Series A SPA, Series A Preferred Stock and Series A Preferred Investor Warrants.”

Q.     Will USARE obtain new financing in connection with the Business Combination?

A.     Yes. The Class A Convertible Preferred Unit Investors agreed to purchase (i) 2,500,000 USARE Class A Convertible Preferred Units and (ii) USARE Class A Preferred Investor Warrants exercisable for an aggregate of 2,500,000 USARE Class A Units, for an aggregate purchase price of approximately $25.5 million, pursuant to the Class A Convertible Preferred SPAs. In addition, pursuant to the Blitzer Class A SPA, USARE has issued 122,549 USARE Class A-2 Convertible Preferred Units and a USARE Class A Preferred Investor Warrant to purchase up to 31,250 USARE Class A Units in exchange for Mr. Blitzer’s promise to forgive, at Closing, 50% of the then-outstanding balance of the Convertible Promissory Note. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Related Agreements — Class A Convertible Preferred Investment”.

Q.     Why is Inflection Point proposing the Domestication?

A.     The Inflection Point Board believes that there are significant advantages to New USARE that will arise as a result of a change of Inflection Point’s domicile to the State of Delaware, including (a) the prominence, predictability and flexibility of the DGCL, (b) Delaware’s well-established principles of corporate governance and (c) the increased ability for Delaware corporations to attract and retain qualified directors. Further, the Inflection Point Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. Each of the foregoing are discussed in greater detail in the section of this proxy statement/prospectus entitled “The Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, Inflection Point will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file the Proposed Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Inflection Point will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Class B Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of Inflection Point Class A Ordinary Shares will have no right to vote on the Domestication Proposal, in accordance with Article 49.2 of the Cayman Constitutional Documents. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

Q.     What amendments will be made to the Cayman Constitutional Documents?

A.     The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Inflection Point’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace the Cayman Constitutional Documents, in each case, under the Companies Act, with the Proposed Certificate of Incorporation and the Proposed By-Laws, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents. These differences are discussed in greater detail in the section of this proxy statement/prospectus entitled “The Domestication Proposal.”

Q.     How will the Domestication affect my Inflection Point Class A Ordinary Shares, Inflection Point Warrants and Inflection Point Units?

A.     Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents and the Sponsor Support Agreement, each Inflection Point Class B Ordinary Share issued and outstanding will be automatically converted into one Inflection Point Class A Ordinary Share. Immediately following such conversion, in connection with the Domestication, (a) each Inflection Point Class A Ordinary Share issued and outstanding immediately prior to the Domestication will automatically convert into one share of New USARE Common Stock, (b) each Inflection Point Warrant will be automatically converted into a New USARE Warrant on substantially the same terms as the Inflection Point Warrants, and (c) each Inflection Point Unit issued and outstanding as of

immediately prior to the Domestication will automatically be canceled and each holder will receive one share of New USARE Common Stock and one-half of one New USARE Warrant in lieu thereof (provided that no fractional New USARE Warrants will be issued).

Q.     What are the material U.S. federal income tax considerations of the Domestication?

A.     As discussed more fully under “U.S. Federal Income Tax Considerations” of this proxy statement/prospectus, whether the Domestication will qualify as an F Reorganization is not free from doubt due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to an entity that holds only investment-type assets. Inflection Point will receive an opinion of counsel, to be filed by amendment as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms a part, that the Domestication should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Assuming that the Domestication so qualifies, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New USARE Securities — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations”, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New USARE Securities — II. U.S. Holders”) will be subject to Section 367(b) of the Code in connection with the Domestication and, as a result:

•        a U.S. Holder who beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of Inflection Point shares entitled to vote or 10% or more of the total value of all classes of Inflection Point shares (a “10% U.S. Shareholder”) on the date of the Domestication generally will be required to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Inflection Point Class A Ordinary Shares held directly by such U.S. Holder;

•        a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose Inflection Point Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication generally will recognize gain (but not loss) with respect to its Inflection Point Class A Ordinary Shares as if such U.S. Holder exchanged its Inflection Point Class A Ordinary Shares for New USARE Common Stock in a taxable transaction unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits” amount attributable to such U.S. Holder’s Inflection Point Class A Ordinary Shares; and

•        a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose Inflection Point Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Domestication.

Inflection Point does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New USARE Securities — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations”, Inflection Point believes that it is likely classified as a PFIC for U.S. federal income tax purposes. If Inflection Point were classified as a PFIC for U.S. federal income tax purposes, then notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive effective dates), if finalized in their current form, generally would require a U.S. Holder to recognize gain (but not loss) on the exchange of Inflection Point Class A Ordinary Shares or Inflection Point Warrants for New USARE Common Stock or New USARE Warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code and such other PFIC rules may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections

discussed further under “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New USARE Securities — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations — d. QEF Election and Mark-to-Market Election” with respect to their Inflection Point Class A Ordinary Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Under current law, no such elections may be made with respect to Inflection Point Warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New USARE Securities — II. U.S. Holders”.

Each U.S. Holder is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Inflection Point Class A Ordinary Shares and Inflection Point Warrants for New USARE Common Stock and New USARE Warrants pursuant to the Domestication.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New USARE Securities — III. Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s New USARE Common Stock after the Domestication.

Although the redemptions of holders that exercise redemption rights with respect to Inflection Point Class A Ordinary Shares will occur prior to the Domestication, it is possible that the IRS could assert that for U.S. federal income tax purposes such redemptions should be treated as occurring after the Domestication. If such redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication, holders exercising redemption rights would still be subject to the potential tax consequences of the Domestication, and for U.S. Holders, the determination of whether a U.S. Holder is a 10% U.S. Shareholder or is otherwise subject to Section 367 of the Code would be determined as if the redemptions had not yet occurred at the time of the Domestication. Holders should consult their tax advisors regarding the possibility that the redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication despite the redemptions occurring in form prior to the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New USARE Securities”.

Q.     What are the material U.S. federal income tax considerations of the Merger?

A.     Inflection Point, holders of Inflection Point Class A Ordinary Shares and Public Warrants will not be subject to any material U.S. federal income tax consequences solely as a result of the Merger. Inflection Point and USARE intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Merger qualifies as a reorganization, then USARE and USARE Members generally are not expected to recognize taxable gain or loss as a result of the receipt of New USARE securities in exchange for USARE securities pursuant to the Merger. If the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the USARE Members generally are expected to recognize taxable gain or loss with respect to such exchange. However, a portion of any gain attributable to receipt of Per Unit Earn-out Consideration will be classified as “imputed interest” and taxable to USARE Member recipients as interest income. For a more complete discussion of the U.S. federal income tax considerations of the Merger, see “U.S. Federal Income Tax Considerations of the Merger for Holders of USARE Securities and USARE.”

Q.     Do I have redemption rights?

A.     If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other Person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to all of the Founder Shares in connection with the consummation of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the Redemption Price.

Q.     How do I exercise my redemption rights?

A.     If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:

(a)     (i) hold Public Shares or (ii) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Inflection Point redeem all or a portion of your Public Shares for cash; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on            (two business days before the initial scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

The address of Continental is listed under the question “Who can help answer my questions?” of this proxy statement/prospectus.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of Inflection Point’s creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Inflection Point’s consent, until the Redemption, which will take effect at least one business day prior to the Domestication. Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that Inflection Point permit the withdrawal of the request for redemption and instruct Continental, to return the share certificates (physically or electronically). The holder can make such request by contacting Continental, at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by Continental at least two business days prior to the initial scheduled date of the extraordinary general meeting. No request for redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to Continental, at least two business days prior to the initial scheduled date of the extraordinary general meeting.

If a holder of Public Shares properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, Inflection Point will redeem the Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank.

If you are a holder of Public Shares and you exercise your redemption rights, such exercise will not result in the loss of any Public Warrants that you may hold.

Q.     If I am a holder of Public Warrants, can I exercise redemption rights with respect to my Public Warrants?

A.     No. The holders of Inflection Point Warrants have no redemption rights with respect to such securities.

Assuming that no more than 12,500,000 Public Shares, representing 50% of the Public Shares issued in connection with the IPO, are redeemed for an aggregate payment of approximately $131.1 million from the Trust Account, which is a potential amount of redemptions, and assuming that each redeeming Public Shareholder holds one-half of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each Inflection Point Unit) and using the closing warrant price on Nasdaq of $0.20 as of August 20, 2024 (the last trading day before the announcement of the Business Combination Agreement), the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is approximately $1,250,000. Assuming the maximum redemptions scenario, resulting in 25,000,000 Public Shares redeemed for an aggregate payment of approximately $270.2 million from the Trust Account, and assuming that each redeeming Public Shareholder holds one-half of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each Inflection Point Unit) and using the closing warrant price on Nasdaq of $0.20 as of August 20, 2024 (the last trading day before the announcement of the Business Combination Agreement), the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is approximately $2,500,000. The actual market price of the Public Warrants may be higher or lower on the date that warrant holders seek to sell such Public Warrants. Additionally, Inflection Point cannot assure the holders of warrants that they will be able to sell their Public Warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their Public Warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, a holder of New USARE Warrants following the Closing who exercises such New USARE Warrants will ultimately own a greater interest in New USARE because there would be fewer shares outstanding overall.

Q.     How do the Public Warrants differ from the Private Placement Warrants, and what are the related risks for any Public Warrant Holders after the Business Combination?

A.     The Public Warrants are identical to the Private Placement Warrants in material terms and provisions, except that the Private Placement Warrants (including the shares issuable upon exercise of the Private Placement Warrants): may not be transferred, assigned or sold by the holders until 30 days after the Closing and (ii) are entitled to registration rights.

Following the Closing, we may redeem your unexpired New USARE Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem outstanding Public Warrants and Private Placement Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per New USARE Warrant, provided that the last reported sales price of New USARE Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the New USARE Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding New USARE Warrants could force you (i) to exercise your New USARE Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your New USARE Warrants at the then-current market price when you might otherwise wish to hold your New USARE Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding New USARE Warrants are called for redemption, is likely to be substantially less than the market value of your New USARE Warrants.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     The U.S. federal income tax consequences of exercising your redemption rights with respect to your Public Shares depend on your particular facts and circumstances. It is possible that you may be treated as selling your Public Shares and, as a result, recognize capital gain or capital loss. It is also possible that the Redemption may be treated as a distribution for U.S. federal income tax purposes. Whether a redemption of your Public Shares qualifies for sale treatment will depend largely on the total number of shares of Inflection Point stock you are treated as owning before and after the redemption (including any shares that you constructively own as a result of owning Public Warrants and any shares that you directly or indirectly acquire pursuant to the Business Combination) relative to all of the shares of Inflection Point stock outstanding both before and after the redemption. Redeeming U.S. Holders generally will be subject to the PFIC rules with respect to any gain or loss recognized by the U.S. Holder on its deemed sale of its Inflection Point Class A Ordinary Shares (if the redemption were treated as a sale of shares) or any corporate distributions deemed received on its Inflection Point Class A Ordinary Shares (if the redemption were treated as a corporate distribution). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations for Holders of USARE Securities”.

All Public Shareholders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

Q.     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A.     Following the closing of the IPO (including partial exercise of the over-allotment option by the underwriters of the IPO), an amount equal to $251,250,000 ($10.05 per Inflection Point Unit) of the net proceeds from the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. As of the Record Date, funds in the Trust Account totaled $[•] and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (a) the completion of a business combination (including the Closing), (b) the redemption of all of the Public Shares if Inflection Point is unable to complete a business combination by November 30, 2024 (or if such date is further extended at a duly called extraordinary general meeting (including the Extension Meeting), such later date) and (c) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents (A) to modify the substance or timing of Inflection Point’s obligation to redeem 100% of the Public Shares in connection with its initial business combination or if it does not complete a business combination by November 30, 2024 (or such later date approved at a duly called extraordinary general meeting (including the Extension Meeting)) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, subject to applicable law.

In connection with the Business Combination, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of New USARE following the Business Combination. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

Q.     Did the Inflection Point Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     The Inflection Point Board did not obtain a third-party valuation or fairness opinion in connection with the determination to approve the Business Combination. The Inflection Point Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was in the best interest of Inflection Point and its shareholders.

The Inflection Point Board also determined, without seeking a valuation from a financial advisor, that USARE’s fair market value was at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of the Business Combination Agreement. Accordingly, investors will be relying on the judgment of the Inflection Point Board in valuing

USARE’s business, and assuming the risk that the Inflection Point Board may not have properly valued such business. See the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to the Domestication and the Business Combination.”

Q.     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     Our Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

In the event of significant redemptions, with fewer Public Shares and Inflection Point Public Shareholders, the trading market for New USARE Common Stock may be less liquid than the market for shares of Inflection Point Class A Ordinary Shares was prior to the Business Combination, and New USARE may not be able to meet the listing standards for Nasdaq or another national securities exchange.

In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into New USARE’s business will be reduced and New USARE may not be able to achieve its business plans. In addition, without additional funds from the Series A Preferred Stock Investment or a PIPE Transaction in connection with the closing of the Business Combination, it is possible that a maximum redemption scenario would result in a cash deficit, in which event the parties would need to find additional sources of funding in order for the Business Combination to become effective.

The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemption scenarios. This Trust Account value per share includes the per share cost of the deferred underwriting commission of $4,000,000 plus 2.0% of the amount by which the Total Capital Raised (as defined in the Fee Reduction Agreement) exceeds $50,000,000 (assuming Inflection Point elects to pay to Cantor the all-cash fee pursuant to the Fee Reduction Agreement.

____________

(1)      This scenario assumes that (i) no Inflection Point Class A Ordinary Shares are redeemed, which is a redemptions scenario that could occur and (ii) Total Capital Raised (as defined in the Fee Reduction Agreement) is $292,843,673.80, consisting of $270,226,030.00 remaining in the Trust Account plus $22,617,643.80 of capital raised pursuant to certain Class A SPAs and Series A SPA.

(2)      This scenario assumes that (i) 6,250,000 of Inflection Point Class A Ordinary Shares, or 25% of the Public Shares, are redeemed for an aggregate payment of approximately $67.6 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur and (ii) Total Capital Raised (as defined in the Fee Reduction Agreement) is $225,287,166.30, consisting of $202,669,523.00 remaining in the Trust Account plus $22,617,643.80 of capital raised pursuant to certain Class A SPAs and Series A SPA.

(3)      This scenario assumes that (i) 12,500,000 of Inflection Point Class A Ordinary Shares, or 50% of the Public Shares, are redeemed for an aggregate payment of approximately $135.1 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur and (ii) Total Capital Raised (as defined in the Fee Reduction Agreement) is $157,730,658.80, consisting of $135,113,015.00 remaining in the Trust Account plus $22,617,643.80 of capital raised pursuant to certain Class A SPAs and Series A SPA.

(4)      This scenario assumes that (i) 18,750,000 of Inflection Point Class A Ordinary Shares, or 75% of the Public Shares, are redeemed for an aggregate payment of approximately $202.7 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur and (ii) Total Capital Raised (as defined in the Fee Reduction Agreement) is $90,174,151.30, consisting of $67,556,508.00 remaining in the Trust Account plus $22,617,643.80 of capital raised pursuant to certain Class A SPAs and Series A SPA.

(5)      This scenario assumes that 25,000,000 of Inflection Point Class A Ordinary Shares, or all of the Public Shares, are redeemed for an aggregate payment of approximately $270.2 million (based on the estimated per-share redemption price of approximately $10.81 per share) from the Trust Account based on funds in the Trust Account as of October 31, 2024, which is a redemptions scenario that could occur.

(6)      The redemptions and deferred underwriting commissions exceed the amount held in Trust Account.

Furthermore, to the extent that Public Shareholders redeem their Public Shares in connection with the Business Combination, their Public Warrants will remain issued and outstanding notwithstanding the redemption of their Public Shares. The Sponsor holds an aggregate of 6,000,000 Private Placement Warrants. Following the consummation of the Business Combination, all of Inflection Point Warrants will become New USARE Warrants.

For information on the relative ownership levels of holders of New USARE equity securities following the Business Combination under varying redemption scenarios and the fully diluted relative ownership levels of holders of New USARE equity securities following the Business Combination under varying redemption scenarios, see the question entitled “What equity stake will current Inflection Point shareholders and USARE Members hold in New USARE immediately after the consummation of the Business Combination?”

Q.     What underwriting fees are payable in connection with the Business Combination?

A.     Pursuant to that certain Underwriting Agreement between Inflection Point and Cantor Fitzgerald & Co., as Representative of the several underwriters (“Cantor”), dated May 24, 2023 (as it may be amended from time to time, the “Underwriting Agreement”), Inflection Point previously agreed to pay to Cantor an aggregate cash amount of $13,100,000 as “deferred underwriting commissions” (the “Original Deferred Fee”) upon the consummation of an initial business combination. Solely in connection with the Business Combination, Inflection Point, Cantor and USARE have entered into that certain fee reduction agreement, dated as of August 20, 2024 (the “Fee Reduction Agreement”), pursuant to which, upon consummation of the Business Combination, Cantor will accept, in lieu of such Original Deferred Fee: (i) either (at Inflection Point’s option) (A) a cash fee of $4,000,000 or (B) (1) a cash fee of $2,000,000 plus (2) 400,000 shares of New USARE Common Stock at an implied value of $10.00 per share, plus (ii) 2.0% of the amount by which the Total Capital Raised (as defined in the Fee Reduction Agreement) exceeds $50,000,000. Additionally, solely if Inflection Point elects to pay the all-cash fee discussed above, Cantor will forfeit 1,650,000 Private Placement Warrants.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by Inflection Point’s shareholders of the Condition Precedent Proposals, (ii) the registration statement of which the accompanying proxy statement/prospectus forms a part becoming effective, (iii) approval of the listing of the New USARE Common Stock on Nasdaq, subject to satisfaction of the round lot holders requirement for initial listing, (vi) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement, (iv) the completion of the Domestication, (v) the absence of an USARE Material Adverse Effect or an Inflection Point Material Adverse Effect (each as defined below) and (vi) the substantially simultaneous closing of the Series A Preferred Stock Investment by the Sponsor-Related Persons. We cannot assure you as to whether these conditions will be satisfied or waived. For more information about conditions to the consummation of the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Business Combination Agreement.”

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be consummated in the first quarter of 2025. This date depends, among other things, on the approval of the proposals to be put to Inflection Point shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by Inflection Point’s shareholders at the extraordinary general meeting and Inflection Point elects to adjourn the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if Inflection Point determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Merger or any other Transaction. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — Business Combination Agreement” of this proxy statement/prospectus.

Q.     What happens if the Business Combination is not consummated?

A.     Inflection Point will not complete the Domestication to the State of Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement (or by their nature are to be satisfied at Closing). If Inflection Point is not able to complete the Business Combination with USARE by November 30, 2024 (or if such date is further extended at a duly called extraordinary general meeting (including the Extension Meeting), such later date) and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, Inflection Point will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the Inflection Point Warrants may be worthless.

Q.     Following the Business Combination, will New USARE’s securities trade on a stock exchange?

A.     Yes. Inflection Point intends to apply to list the New USARE Common Stock and New USARE Warrants on Nasdaq under the proposed symbols “USAR” and “USARW”, respectively, upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition (subject to certain exceptions), Inflection Point is required to cause the New USARE Common Stock issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of the New USARE Class A Common Stock and New USARE Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New USARE securities would not be listed on any nationally recognized securities exchange.

The Inflection Point Units outstanding as of immediately prior to the Domestication will, as a result of the Domestication, automatically be canceled and each holder thereof will receive one share of New USARE Class A Common Stock and one-half of one New USARE Warrant, for each Inflection Point Unit. As a result, the Inflection Point Units will no longer trade as separate securities following the Closing. The Series A Preferred Stock and the Series A Preferred Investor Warrants will not be publicly traded.

Q.     Do I have appraisal rights in connection with the Business Combination?

A.     Neither Inflection Point’s shareholders nor Inflection Point’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

Q.     What do I need to do now?

A.     Inflection Point urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. Inflection Point’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of Inflection Point Ordinary Shares on the Record Date for the extraordinary general meeting, you may vote in person (including virtually) at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

Q.     When and where will the extraordinary general meeting be held?

A.     The extraordinary general meeting will be held at            , New York City time, on            , 2024 at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at            .

Q.     Who is entitled to vote at the extraordinary general meeting?

A.     Inflection Point has fixed         , 2024 as the Record Date for the extraordinary general meeting. If you were a shareholder of Inflection Point at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person (including virtually) or is represented by proxy at the extraordinary general meeting.

Q.     How many votes do I have?

A.     Inflection Point shareholders are entitled to one vote at the extraordinary general meeting for each Inflection Point Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were [•] Inflection Point Ordinary Shares issued and outstanding, of which [•] were issued and outstanding Public Shares.

Q.     What constitutes a quorum?

A.     A quorum of Inflection Point shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of one-third of the issued and outstanding Inflection Point Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the Record Date for the extraordinary general meeting, [•] Inflection Point Ordinary Shares would be required to achieve a quorum.

Q.     What vote is required to approve each proposal at the extraordinary general meeting?

A.     Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Domestication Proposal — The approval of the Domestication Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Class B Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of Inflection Point Class A Ordinary Shares will have no right to vote on the Domestication Proposal, in accordance with Article 49.2 of the Cayman Constitutional Documents.

Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Class B Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Organizational Documents Proposal — The approval of the Organizational Documents Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Incentive Plan Proposal — The approval of the Incentive Plan Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Director Election Proposal — The approval of the Director Election Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

The Sponsor has agreed to vote all the Founder Shares and any Public Shares it may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owns [•]% of the issued and outstanding Inflection Point Ordinary Shares. See the section of this proxy statement/prospectus entitled “Questions and Answers for Shareholders of Inflection Point — How does the Sponsor intend to vote their Inflection Point Ordinary Shares?”.

The Business Combination was not structured to require the approval of at least a majority of Inflection Point’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

Q.     What are the recommendations of the Inflection Point Board?

A.     The Inflection Point Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Inflection Point’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Election Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the extraordinary general meeting.

The Inflection Point Board, after careful consideration, determined that the Business Combination is in the best interests of Inflection Point and its shareholders, and approved, among other things, the Business Combination Agreement, the Business Combination and the other agreements and transactions contemplated thereby. See the subsection entitled “The Extraordinary General Meeting — Recommendation of the Board” for more information.

The Inflection Point Board believes that each of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Organizational Documents Proposal, each of the separate Advisory Organizational Documents Proposals, the Incentive Plan Proposal, the approval of the Director Election Proposal and the Adjournment Proposal (if put to a vote) is in the best interests of Inflection Point and its shareholders and recommends that Inflection Point Shareholders vote “FOR” each proposal being submitted to a vote of the Inflection Point Shareholders at the extraordinary general meeting.

For a description of the Inflection Point Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the Inflection Point Board, see the subsection entitled “The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination”.

When you consider the recommendation of the Inflection Point Board in favor of approval of these proposals, you should keep in mind that the Sponsor and Inflection Point’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of unaffiliated Inflection Point shareholders. Please see the subsection entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination”.

Q.     How does the Sponsor intend to vote their Inflection Point Ordinary Shares?

A.     The Sponsor has agreed to vote all the Founder Shares and any Public Shares it may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owns 6,250,000 Founder Shares, representing [•]% of the issued and outstanding Inflection Point Ordinary Shares. As a result, Inflection Point would need only [•], or approximately [•]% of the Public Shares not held by affiliates, to be voted in favor of the Business Combination in order to approve the Business Combination Proposal (assuming all outstanding shares are voted). If only the minimum number of shares representing a quorum are voted, no additional shares would need to be voted in favor of the Business Combination in order to approve the Business Combination Proposal. The Business Combination was not structured to require the approval of at least a majority of Inflection Point’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. To the extent that the Sponsor or our executive officers purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Inflection Point’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination.”

Q.     Do the Sponsor and Inflection Point’s directors and officers have interests in the Business Combination that differ from or are in addition to the interests of Inflection Point’s shareholders generally?

A.     Yes. The Sponsor and Inflection Point’s officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of Inflection Point’s shareholders generally. The Inflection Point Board was aware of and considered these interests, among other matters, in approving the Business Combination Agreement and the Business Combination, and in determining to recommend that Inflection Point’s shareholders vote in favor of the Business Combination Agreement and the Business Combination. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for more information.

Q.     Who is the Sponsor?

A.     Inflection Point Holdings II, LLC, a Delaware limited liability company, which we refer to in this proxy statement/prospectus as the “Sponsor”, was formed prior to the IPO for the purpose of acting as the sponsor of Inflection Point. Other than its investment in Inflection Point and its work on behalf of Inflection Point, the Sponsor is not engaged in any business. The Sponsor made an initial investment of $25,000 on March 8, 2023, to cover certain pre-IPO expenses, in exchange for the issuance of 5,750,000 Founder Shares, or approximately $0.004 per share, which included an aggregate of up to 750,000 Founder Shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full. On May 24, 2023, Inflection Point effected a share recapitalization of 575,000 Founder Shares, resulting in the Sponsor holding an aggregate of 6,325,000 Founder Shares. As a result of the underwriters’ election to partially exercise their over-allotment option on May 30, 2023, 75,000 Founder Shares were forfeited resulting in the Sponsor holding 6,250,000 Founder Shares. In connection with the closing of the IPO, the Sponsor purchased 6,000,000 Private Placement Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $6,000,000. The Sponsor is controlled by Michael Blitzer, Inflection Point’s Chairman and Chief Executive Officer. Mr. Blitzer has an economic interest in (i) 1,620,000, or approximately 25.9%, of the Founder Shares held by the Sponsor and (ii) 3,813,333, or approximately 63.6%, of the Private Placement Warrants held by the Sponsor. Inflection Point Fund has an economic interest in 1,085,000 or approximately 17.4% of the Founder Shares held by the Sponsor. Affiliates of one of Inflection Point’s directors, Nicholas Shekerdemian, TVC and 246 Ventures LLC, have an economic interest in (i) 2,825,000, or approximately 45.2%, of the Founder Shares held by the Sponsor and (ii) 1,906,665, or approximately 31.8%, of the Private Placement Warrants held by the Sponsor. Each other director and officer of Inflection Point have economic interests in the Founder Shares and/or Private Placement Warrants held by the Sponsor. No other person has a direct or indirect material interest in the Sponsor.

In January 2021, members of Inflection Point’s management team founded Inflection Point Acquisition Corp. (“IPAX”), a blank check company formed for substantially similar purposes as our company. IPAX completed its initial public offering in September 2021, in which it sold 32,975,000 units, each consisting of one share of IPAX common stock and on-half of one warrant to purchase one share of IPAX common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $329,750,000. On September 16, 2022, IPAX announced its business combination with Intuitive Machines (“LUNR”), a diversified space exploration, infrastructure, and services company with marquee contracts supporting NASA’s $93 billion Artemis program. Prior to the extraordinary general meeting of IPAX shareholders to approve the business combination with LUNR, holders of 27,481,818 of IPAX Class A ordinary shares, or 83.34% of the outstanding IPAX Class A ordinary shares and 89.37% of the outstanding IPAX Class A ordinary shares not held by affiliates of IPAX, exercised their right to redeem those shares for cash at a price of approximately $10.1843 per share, for an aggregate of $279,884,313.81. The transaction with LUNR closed on February 13, 2023, and began trading on Nasdaq on February 14, 2023 under the ticker “LUNR.” Inflection Point’s management believes LUNR represents a high-quality, public-ready company with a history of significant revenue growth and believe the deal’s valuation was attractive and the significant $50 million capital commitment from the sponsor supporting the transaction was a main differentiator. IPAX supported the transaction with extensive due diligence, significant investor outreach, and comprehensive planning, including a detailed media plan and retaining due diligence and capital markets advisors.

LUNR’s shares of Class A common stock and its warrants are listed on the Nasdaq Stock Market under the symbols “LUNR” and “LUNRW,” respectively. On November 11, 2024, the closing sale price of shares of the Class A common stock was $[•] and the closing sale price of LUNR’s warrants was $[•] per warrant.

Past performance by our management team, including with respect to IPAX is not a guarantee of success with respect to the Business Combination with USARE. You should not rely on the historical record of the performance of our management team or businesses associated with them, including IPAX as indicative of our future performance of an investment in Inflection Point or New USARE or the returns we will, or are likely to, generate going forward.

For information about conflicts of interest with respect to the Sponsor, see “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination.” For information about the compensation of the Sponsor and our officers and directors, see “Information About Inflection Point — Executive and Director Compensation.” For information about the securities owned by the Sponsor, including transfer restrictions and required forfeitures, see “Beneficial Ownership of Securities” and “Certain Relationships and Related Party Transactions”.

Q.     What happens if I sell my Inflection Point Ordinary Shares before the extraordinary general meeting?

A.     The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the ability to redeem such shares, so long as such transferee takes the required steps to elect to redeem such shares at least two business days prior to scheduled date of the extraordinary general meeting.

Q.     How can I vote my shares without attending the extraordinary general meeting?

A.     If you are a shareholder of record of our Inflection Point Ordinary Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the extraordinary general meeting. Please note that if you are a beneficial owner of Inflection Point Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Shareholders may send a later-dated, signed proxy card to Inflection Point’s Chief Executive Officer at Inflection Point’s address set forth below so that it is received by Inflection Point’s Chief Executive Officer prior to the vote at the extraordinary general meeting (which is scheduled to take place on            ) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Inflection Point’s Chief Executive Officer, which must be received by Inflection Point’s Chief Executive Officer prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q.     What happens if I fail to take any action with respect to the extraordinary general meeting?

A.     If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of New USARE. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of Inflection Point. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, so long as you take the required steps to elect to redeem your shares at least two business days prior to the initially scheduled date of the extraordinary general meeting pursuant to the procedures described in this proxy statement/prospectus.

Q.     What happens if I vote against the Business Combination Proposal?

A.     If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the requisite shareholder approval described in this proxy statement/prospectus, then the Business Combination Proposal will be approved and, assuming the approval of the other Condition Precedent Proposals and the satisfaction or waiver of the other conditions to the closing of the Business Combination, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.