Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $1,510,125, driven by interest and dividend income of $3,427,851 from marketable securities[122]. - For the nine months ended September 30, 2024, the company achieved a net income of $7,474,229, with total interest and dividend income amounting to $10,167,128[123]. - The company generated non-operating income primarily from interest on cash and cash equivalents, totaling $4,554 for the nine months ended September 30, 2024[123]. - For the nine months ended September 30, 2024, the Company reported a net income of $7,474,229, influenced by dividend income of $10,167,128 from marketable securities[143]. - As of September 30, 2024, the Company held marketable securities in the Trust Account valued at $269,138,646[145]. - The company reported no dilutive securities as of September 30, 2024, resulting in diluted income per share being the same as basic income per share[160]. Business Combination and Acquisition Plans - The company entered into a Business Combination Agreement with USARE on August 21, 2024, which will result in USARE becoming a wholly owned subsidiary[126]. - The aggregate consideration for the merger with USARE is estimated at $800,000,000, subject to adjustments based on USARE's indebtedness[132]. - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of the Business Combination[120]. - The company will provide public shareholders the opportunity to redeem their shares prior to the Domestication and Business Combination[127]. - The Earn-out Exchange Ratio will allow for additional shares to be issued based on the performance of New USARE Common Stock, with targets set at $15.00 and $20.00 per share[133]. - The Company has agreed to purchase shares of New USARE's 12% Series A Cumulative Convertible Preferred Stock for an aggregate purchase price of $9,117,648[135]. - The Company will issue $1,250,000 in Stated Value of Series A Preferred Stock to CEO Michael Blitzer in exchange for his forgiveness of 50% of the outstanding balance of a convertible promissory note[136]. - The Company may need to raise additional capital to complete its Business Combination or to cover significant redemptions of Public Shares[153]. Capital and Financing - The Company generated gross proceeds of $250,000,000 from the IPO of 25,000,000 Units at $10.00 per Unit, including an over-allotment option[141]. - Total capital raised after the IPO and private placements amounted to $251,250,000, with transaction costs of $18,361,877[142]. - The Company has an outstanding borrowing of $700,000 under a Note issued to CEO Michael Blitzer, with a total borrowing capacity of $2,500,000[150]. - Underwriters are entitled to a deferred underwriting commission of 5.0% on the base deal and an additional 7.0% on additional Units sold, totaling $13,100,000 in gross proceeds held in the Trust Account upon the completion of the initial Business Combination[157]. - In connection with the USARE Business Combination, CF&CO will accept a cash fee of $4,000,000 or a combination of $2,000,000 cash and 400,000 shares of New USARE Common Stock, plus 2.0% of the amount exceeding $50,000,000 raised[158]. Company Structure and Operations - The company has not generated any operating revenues since its inception on March 6, 2023, and only incurs expenses related to being a public company and due diligence activities[121]. - The company plans to change its jurisdiction of incorporation to Delaware prior to the closing of the USARE Business Combination[127]. - As of September 30, 2024, the Company has no off-balance sheet arrangements or obligations[155]. - The company has no long-term debt or capital lease obligations, with a monthly fee of $27,083 to TVC for CFO and Chief of Staff services, which will be reduced to $17,708 in January 2024 and further to $14,746 by September 2024[156]. - Management does not anticipate that recently issued accounting standards will materially affect the company's financial statements[161]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[162].
Inflection Point Acquisition II(IPXX) - 2024 Q3 - Quarterly Report