Inflection Point Acquisition Corp. II(IPXXU) - 2025 Q4 - Annual Results

Securities Purchase Agreement - The Company is executing a Securities Purchase Agreement dated January 26, 2026, with multiple investors for the issuance of securities[2]. - The Agreement relies on the exemption from securities registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D[3]. - The Closing Date for the transaction is defined as the second Trading Day after the Agreement date, contingent upon the execution of all Transaction Documents[13]. - The Company aims to issue Common Stock and Common Stock Equivalents as part of the securities offering[15]. - The Agreement includes provisions for Exempt Issuance of shares to employees and directors under specific conditions[27]. - The Company’s obligations under the Agreement are subject to the satisfaction of conditions precedent, including the Purchasers' obligation to pay their Subscription Amount[13]. - The Agreement outlines the definition of Indebtedness, which includes various forms of financial obligations[31]. - The Agreement includes provisions for Government Financing, which may involve the issuance of shares to the U.S. Government[30]. - The Closing is contingent upon the satisfaction of conditions, including the accuracy of representations and warranties by Purchasers[72]. - The Company will provide an Officer's Certificate confirming compliance with obligations and covenants prior to Closing[70]. - The Registration Rights Agreement will be executed by the Company and Purchasers as part of the transaction[70]. - The Company will deliver wire instructions executed by the Chief Executive Officer or Chief Financial Officer at least two business days prior to Closing[70]. - The Lock-up Agreements will be part of the documentation delivered at Closing[70]. - The Purchasers must deliver their Subscription Amount and executed agreements prior to Closing[71]. - The Company’s legal counsel will provide an opinion letter addressing legal matters related to the transaction[70]. - The Closing Date is defined as the date when all conditions are satisfied or waived, leading to the completion of the sale[72]. - The Company has filed a Listing of Additional Shares notice with Nasdaq for the listing of Shares and Warrant Shares[73]. - The Company has not declared or made any dividend or distribution of cash or other property to its stockholders since the date of the latest audited financial statements[81]. - The Company is solely responsible for the payment of any fees, costs, expenses, and commissions of the Placement Agents[89]. - The Company is authorized to issue up to 800,000,000 shares, including 750,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock, with 15,000,000 shares designated as 12.0% Series A Cumulative Convertible Preferred Stock[91]. - The Company has reserved 13,000,000 shares of Common Stock for issuance under the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan[91]. - The Company has not received any notice of conflicting Mining Rights that would affect its interests in the Round Top Project[106]. - The Company will execute and deliver reasonable documentation as requested by a pledgee or secured party of Securities[156]. - The Company agrees to issue a press release and/or file a Current Report on Form 8-K disclosing the material terms of the transactions by the Disclosure Time[163]. - The Company will not sell or solicit offers for any security that would require registration under the Securities Act without obtaining stockholder approval[162]. - The Company will maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and file all required reports[161]. - The Company agrees to maintain the listing or quotation of the Common Stock on a Trading Market at least equal to the Required Minimum[172]. - The Company shall not issue any shares of Common Stock or Common Stock Equivalents without the prior written consent of the Purchasers of at least a majority in interest[173]. - The Company will indemnify and hold each Purchaser Party harmless from any losses related to breaches of representations or warranties made by the Company[167]. - The Company will provide prompt notice of any termination of the Agreement to each Purchaser[179]. - The Transaction Documents contain the entire understanding of the parties and supersede all prior agreements[181]. - Notices or communications required under the Agreement shall be in writing and deemed effective upon transmission via email or other specified methods[182]. - No amendments to the Agreement are valid unless made in writing and executed by the Company and a majority of Purchasers[183]. - The Company may not assign the Agreement without prior written consent from the Purchasers, except by merger[185]. - The Agreement is governed by the laws of the State of New York, and all legal proceedings must be commenced in New York courts[186]. - The representations and warranties in Sections 3.1 and 3.2 will survive the Closing and delivery of the Securities[187]. - If any provision of the Agreement is held invalid, the remaining provisions will remain in effect[189]. - The Purchasers and the Company are entitled to specific performance under the Transaction Documents[192]. Compliance and Legal Obligations - The Company must comply with various legal and regulatory requirements, including Anti-Bribery Laws and International Trade Laws[7][32]. - The Company is in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002[87]. - The financial statements included in the SEC Reports fairly present the financial position of the Company as of the respective dates[90]. - The Company is in compliance with applicable Nasdaq continued listing requirements and has not received any notice regarding the delisting of its Common Stock[92]. - The Company and its Subsidiaries are in compliance with all applicable Environmental Laws and have not received any notice of potential liability related to hazardous substances[94]. - The Company possesses all necessary permits and licenses to conduct its business, and there are no proceedings pending regarding the revocation of any Material Permits[95]. - The Company has maintained risk-based controls to promote compliance with economic sanctions administered by the U.S. government since April 24, 2019[100]. - The Company has complied with all applicable tax obligations, with no material unpaid taxes claimed by authorities[121]. - The Company maintains a robust internal control system over financial reporting, with no material weaknesses identified since the last audited fiscal year[124]. - The Company's IT systems are adequate and secure, with no known breaches or unauthorized access reported[128]. - The Company certifies that it is not a United States real property holding corporation[132]. - The Investor Presentation provided to the Purchasers did not contain any untrue statements or omit material facts[133]. - The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to any "Bad Actor" disqualifications[134]. - Each Purchaser represents that it is an accredited investor or qualified institutional buyer[138]. - The Securities are being offered in a transaction not involving any public offering and have not been registered under the Securities Act[139]. - The Purchasers acknowledge the substantial risks associated with the purchase and ownership of the Securities[144]. - The Purchasers have independently evaluated the merits and risks of investing in the Securities[145]. - No federal or state agency has endorsed the merits of the offering of the Securities[146]. Financial Position and Shareholder Information - The Company has not incurred any liabilities other than trade payables and accrued expenses incurred in the ordinary course of business[81]. - There has been no event that has had or would reasonably be expected to cause a Material Adverse Effect since the date of the latest audited financial statements[81]. - The Shares and Warrant Shares, when issued and paid for, will be duly and validly issued, fully paid, and nonassessable[79]. - The Company is eligible for clearing through The Depository Trust Company (DTC) and is participating in the Direct Registration System (DRS)[88]. - As of the date hereof, 148,163,519 shares of Common Stock and 1,224,351 shares of Series A Preferred Stock are issued and outstanding, along with warrants to purchase 2,446,195 shares of Common Stock at an initial exercise price of $7.00 per share[91]. - The Company has good and indefeasible title to its owned real properties, free of liens, with no ongoing condemnation proceedings[113]. - All leased properties are valid and binding, with no material breaches or defaults reported by the Company or its Subsidiaries[114]. - The Company has good and marketable title to its material tangible and intangible assets necessary for business operations, free of liens[117]. - The Company acknowledges that the issuance of Securities will result in dilution of the outstanding shares of Common Stock[160]. - The Company will use the net proceeds from the sale of the Securities for general corporate and working capital purposes[166]. - The Company shall maintain a reserve of the Required Minimum from its authorized shares of Common Stock for issuance pursuant to the Transaction Documents[170]. - If the number of authorized but unissued shares is less than 100% of the Required Minimum, the Board of Directors will amend the Company's certificate to increase the number of authorized shares within 75 days[171].