USA Rare Earth, Inc.

DEF 14A 1 ea0215326-03.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF

THE SECURITIES EXCHANGE ACT OF 1934

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INFLECTION POINT ACQUISITION CORP. II

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER TO SHAREHOLDERS OF INFLECTION POINT ACQUISITION CORP. II

Dear Inflection Point Acquisition Corp. II Shareholder:

You are cordially invited to attend an extraordinary general meeting in lieu of an annual general meeting of Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the“Company,” “we,” “us” or “our”), which will be held on November 11, 2024, at 11:00 a.m., New York Time (the “Extraordinary General Meeting”), at the offices of White & Case LLP, our legal counsel, at 1221 Avenue of the Americas, New York, NY 10020 and virtually via live webcast athttps://www.cstproxy.com/inflectionpointacquisitionii/2024 and via teleconference using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 9131236#

The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals set forth herein.

The attached Notice of the Extraordinary General Meeting and proxy statement describe the business the Company will conduct at the Extraordinary General Meeting and provide information about the Company that you should consider when you vote your shares. As set forth in the attached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:

• Proposal No. 1 — Extension Proposal — To approve, as a special resolution, an amendment to the Company’s current Amended and Restated Memorandum of Association and Articles of Association (the “Articles”) in the form set forth in Annex A to the accompanying proxy statement, to extend the date by which the Company has to consummate a Business Combination (as defined in the Articles) (the “Extension”) from November 30, 2024 (the “Termination Date”) to August 21, 2025 (as extended, the “Extended Date” and such proposal, the “Extension Proposal”);

• Proposal No. 2 — Director Election Proposal — To approve, as an ordinary resolution, the election of each of Erica Dorfman and Elliot Richmond as Class I directors of the Company’s board of directors (the “Board”), for a full term of three years or until their successors are elected and qualified or otherwise as provided for in the Articles (the “Director Election Proposal”); and

• Proposal No. 3 — Adjournment Proposal— To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Proposal or if the Board determines that additional time is necessary to effectuate the Extension (the “Adjournment Proposal”).

Each of the Extension Proposal, the Director Election Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to carefully read each of the proposals in the accompanying proxy statement before you vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION PROPOSAL,“FOR” THE DIRECTOR ELECTION PROPOSAL AND, IF PRESENTED, “FOR” THE ADJOURNMENT PROPOSAL.

As previously disclosed, on August 21, 2024, the Company entered into the Business Combination Agreement (as it may be amended or restated from time to time, the “Business Combination Agreement”) with USA Rare Earth, LLC, a Delaware limited liability company (“USARE”) and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Proposed Business Combination”. For more information about the Proposed Business Combination, see our Current Report on Form 8-K filed with the SEC on August 22, 2024.

The purpose of the Extension Proposal is to allow the Company additional time to complete the Proposed Business Combination or another initial business combination. The Company’s prospectus for its initial public offering (“IPO”) and its Articles provide that the Company has until November 30, 2024 to complete an initial business combination. The Company is also proposing to eliminate its right to withdraw up to $100,000 of interest to pay dissolution expenses in the event it does not complete the Proposed Business Combination or another initial business combination in order to reduce the expenses that would be borne in such circumstances by any public shareholders who do not redeem their Public Shares in connection with the Extension.

If the Extension Proposal is not approved, the Company will be unable to consummate the Proposed Business Combination or any other initial business combination by the Termination Date, in accordance with the Articles. Accordingly, the Company will be forced to, as promptly as reasonably possible but not more than ten business days after the Termination Date, redeem the Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”) included in the units (the “Units”) sold in the Company’s initial public offering (such offering, the “IPO” and such Class A Shares, the “Public Shares”) for a pro rata portion of the funds held in the trust account established in connection with the IPO (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 warrants may be worthless.

While the Company is working toward satisfaction of the conditions to complete the Proposed Business Combination, there will not be sufficient time before the Termination Date to complete the Proposed Business Combination or any other initial business combination. In addition, pursuant to the Business Combination Agreement, the Company is obligated to complete and implement the Extension. If the Company fails to obtain shareholder approval of the Extension Proposal, USARE will be entitled to terminate the Business Combination Agreement. Given the Company’s expenditure of time, effort and money searching for an initial business combination and negotiating the Proposed Business Combination, the Board believes that in order for the Company to have sufficient time to complete the Proposed Business Combination or another initial business combination, to enable the Company to meet its obligations under the Business Combination Agreement and to provide shareholders the opportunity to consider an investment opportunity in connection with the Proposed Business Combination or, if the Business Combination Agreement is terminated in accordance with its terms, another initial business combination, it is in the best interests of the Company’s shareholders to adopt the Extension Proposal and extend the date by which the Company has to consummate an initial business combination to August 21, 2025, the Extended Date.

The purpose of the Director Election Proposal is to elect two Class I directors to serve on the Board.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Extraordinary General Meeting, if necessary or convenient, in order to provide additional time to solicit votes in favor of the Extension Proposal or if we otherwise determine that additional time is necessary to effectuate the Extension.

You are not being asked to vote on the Proposed Business Combination at this time. If the Extension is implemented and you do not elect to redeem your Public Shares in connection herewith, you will retain the right to vote on the Proposed Business Combination (or any other initial business combination) when it is submitted to the public shareholders (provided that you are a shareholder on the record date for a meeting to consider the Proposed Business Combination with USARE) and the right to redeem your Public Shares for a pro rata portion of the Trust Account in the event the Proposed Business Combination (or any other initial business combination) is approved and completed or in the event the Company has not consummated the Proposed Business Combination or another initial business combination by the Extended Date.

Subject to applicable securities laws (including with respect to material nonpublic information) and the Companies Act, the Company or its affiliates may (i) purchase Public Shares from institutional and other investors (including those who elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements. In the event that we or any of our affiliates purchase Public Shares in situations in which the tender offer rules restrictions on purchases would apply, we or they would (a) purchase the Public Shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.74 per share, based on the amounts held in the Trust Account as of the Record Date (as defined below)); (b) represent in writing that such Public Shares will not be voted in favor of approving any of the foregoing proposals; and (c) waive in writing any redemption rights with respect to the Public Shares so purchased.

If the Extension Proposal is approved, and the Extension is implemented, public shareholders may elect to redeem their Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the Trust Account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, regardless of whether such public shareholders vote for or against the Extension Proposal, or do not vote at all, and regardless of whether they hold their shares on the Record Date (as defined below) established for the Extraordinary General Meeting. If the Extension is implemented, the remaining public shareholders will retain the opportunity to have their Public Shares redeemed in conjunction with the consummation of the Proposed Business Combination or another initial business combination, subject to any limitations set forth in our Articles, as amended. In addition, public shareholders who do not elect to redeem their shares would be entitled to have their Public Shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date.

On the Record Date, the redemption price per Public Share was approximately $10.74 based on the aggregate amount on deposit in the Trust Account of approximately $268.5 million as of such date (including interest not previously released to the Company to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on Nasdaq on October 4, 2024 was $10.83. Accordingly, if the market price and redemption price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a Public Shareholder receiving approximately $0.09 more than if such shareholder sold the Public Shares in the open market. The Company cannot assure its public shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its public shareholders to determine whether to keep their investments for an additional period of time until the earliest of (i) the Extended Date, (ii) the completion of the Proposed Business Combination or another initial business combination or (iii) the earlier liquidation of the Trust Account by the Board.

Subject to the foregoing, the approval of the Extension Proposal requires a special resolution under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), being the affirmative vote of at least a two thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Class A ordinary shares, par value $0.0001 per share (“Class A Shares”) and Class B ordinary shares, par value $0.0001 per share (“Class B Shares”, and together with the Class A Shares, the “Ordinary Shares”), voting together as a single class, as, being entitled to do so, vote in person (including virtually) or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Approval of each of the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, voting together as a single class, as, being entitled to do so, vote in person (including virtually) or by proxy at the Extraordinary General Meeting or any adjournment thereof.

The Board has fixed September 16, 2024 (the “Record Date”) as the date for determining the Company’s shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. However, the holders of Public Shares may elect to redeem all or a portion of their Public Shares in connection with the Extraordinary General Meeting regardless of whether or not they vote at the Extraordinary General Meeting.

After careful consideration of all relevant factors, the Board has determined that the Extension Proposal, the Director Election Proposal and the Adjournment Proposal are in the best interests of the Company and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” such proposals.

Under the Articles, no other business may be transacted at the Extraordinary General Meeting.

The Company’s directors and officers and others have interests in the Extension Proposal and the Director Election Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership of our securities. See the section entitled “Extraordinary General Meeting of Shareholders — Interests of the Company’s Officers, Directors and Others” in the accompanying proxy statement.

Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Extension Proposal, the Director Election Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, the Company urges you to read this material carefully and give instructions to vote your shares.

By Order of the Board of Directors of Inflection Point Acquisition Corp. II

/s/ Michael Blitzer

Michael Blitzer

Chairman of the Board and Chief Executive Officer

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 to make sure that your shares are represented at the Extraordinary General Meeting. The approval of the Extension Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least a two thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, as, being entitled to do so, voting together as a single class, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. Each of the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares, present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, if you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Proposal, the Director Election Proposal or Adjournment Proposal. 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.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on November 11, 2024: The notice of meeting, the accompanying proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 are available athttps://www.cstproxy.com/inflectionpointacquisitionii.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. ONNOVEMBER 7, 2024, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, 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. 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.

NOTICE OF EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

OFINFLECTION POINT ACQUISITION CORP. II.

TO BE HELD ONNOVEMBER 11, 2024

To the Shareholders of Inflection Point Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of an annual general meeting (the “Extraordinary General Meeting”) of the shareholders of Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the“Company,” “we,” “us” or “our”), will be held on November 11, 2024, at 11:00 a.m., New York Time, at the offices of White & Case LLP, our legal counsel, at 1221 Avenue of the Americas, New York, NY 10020 and virtually via live webcast athttps://www.cstproxy.com/inflectionpointacquisitionii/2024 and via teleconference using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 9131236#

The Extraordinary General Meeting may be held at such other time, or on such other date and at such other place to which the meeting may be postponed or adjourned. You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting on the following proposals (unless the Company determines that it is not necessary to hold the Extraordinary General Meeting as described in the accompanying proxy statement), more fully described below in the accompanying proxy statement, which is dated October 7, 2024 and is first being mailed to shareholders on or about that date:

• Proposal No. 1 — Extension Proposal — To approve, as a special resolution, an amendment to the Company’s current Amended and Restated Memorandum of Association and Articles of Association (the “Articles”) in the form set forth in Annex A to the accompanying proxy statement, to extend the date by which the Company has to consummate a Business Combination (as defined in the Articles) (the “Extension”) from November 30, 2024 (the “Termination Date”) to August 21, 2025 (as extended, the “Extended Date” and such proposal, the “Extension Proposal”);

The text of the special resolution is as follows:

“RESOLVED, as a special resolution, that effective as of the earlier of the filing this amendment with the Cayman Registrar and November 29, 2024, unless the Board earlier resolves to abandon this amendment, the text of Article 51.7 of the Amended and Restated Memorandum of Association and Articles of Association of the Company be deleted in its entirety and replaced by the following:

In the event that the Company does not consummate a Business Combination by August 21, 2025, such earlier time as the Directors may approve or such later time as the Members may approve in accordance with the Articles, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), divided by the number of then issued Public Shares, which redemption will constitute full and complete payment for such Public Shares and completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions or other distributions, if any), subject to any obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.

RESOLVED, as a special resolution, that effective as of the earlier of the filing this amendment with the Cayman Registrar and November 29, 2024, unless the Board earlier resolves to abandon this amendment, the text of Article 51.8 of the Amended and Restated Memorandum and Articles of Association of the Company be deleted in its entirety and replaced by the following:

In the event that any amendment is made to the Articles:

(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company has not consummated a Business Combination by August 21, 2025, such earlier time as the Directors may approve or such later time as the Members may approve in accordance with the Articles; or

(b) with respect to any other material provisions relating to Members’ rights or pre-initial Business Combination activity,

each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.”

• Proposal No. 2 — Director Election Proposal — Director Election Proposal — To approve, as an ordinary resolution, the election of each of Erica Dorfman and Elliot Richmond as Class I directors of the Company’s board of directors (the “Board”), for a full term of three years or until their successors are elected and qualified or otherwise as provided for in the Articles (the “Director Election Proposal”).

The text of the ordinary resolution is as follows:

“RESOLVED, as an ordinary resolution that, each of Erica Dorfman and Elliot Richmond be elected as a Class I director of the Board to serve for the ensuing three-year period or until a successor is elected and qualified or their earlier resignation or removal in accordance with and subject to the Articles.”

• Proposal No. 3 — Adjournment Proposal — To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Proposal or if the Board determines that additional time is necessary to effectuate the Extension. This proposal is referred to as the “Adjournment Proposal”.

The text of the ordinary resolution is as follows:

“RESOLVED, as an ordinary resolution that, the adjournment of the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Proposal or the Board determines that additional time is necessary to effectuate the Extension be confirmed, adopted, approved and ratified in all respects.”

As previously disclosed, on August 21, 2024, the Company entered into the Business Combination Agreement (as it may be amended or restated from time to time, the “Business Combination Agreement”) with USA Rare Earth, LLC, a Delaware limited liability company (“USARE”) and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Proposed Business Combination”. For more information about the Proposed Business Combination, see our Current Report on Form 8-K filed with the SEC on August 22, 2024.

The purpose of the Extension Proposal is to allow the Company additional time to complete the Proposed Business Combination or, if the Business Combination Agreement is terminated in accordance with its terms, another initial business combination. The Company’s prospectus for its initial public offering (“IPO”) and its Articles provide

that the Company has until November 30, 2024 to complete an initial business combination. The Company is also proposing to eliminate its right to withdraw up to $100,000 of interest to pay dissolution expenses in the event it does not complete the Proposed Business Combination or another initial business combination in order to reduce the expenses that would be borne in such circumstances by any public shareholders who do not redeem their Public Shares in connection with the Extension.

If the Extension Proposal is not approved, the Company will be unable to consummate the Proposed Business Combination or any other initial business combination by the Termination Date, in accordance with the Articles. Accordingly, the Company will be forced to, as promptly as reasonably possible but not more than ten business days after the Termination Date, redeem the Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”) included in the units (the “Units”) sold in the Company’s initial public offering (such offering, the “IPO” and such Class A Shares, the “Public Shares”) for a pro rata portion of the funds held in the trust account established in connection with the IPO (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 warrants may be worthless.

While the Company is working toward satisfaction of the conditions to complete the Proposed Business Combination, there will not be sufficient time before the Termination Date to complete the Proposed Business Combination or any other initial business combination. In addition, pursuant to the Business Combination Agreement, the Company is obligated to complete and implement the Extension. If the Company fails to obtain shareholder approval of the Extension Proposal, USARE will be entitled to terminate the Business Combination Agreement. Given the Company’s expenditure of time, effort and money searching for an initial business combination and negotiating the Proposed Business Combination, the Board believes that in order for the Company to have sufficient time to complete the Proposed Business Combination or another initial business combination, to enable the Company to meet its obligations under the Business Combination Agreement and to provide shareholders the opportunity to consider an investment opportunity in connection with the Proposed Business Combination or, if the Business Combination Agreement is terminated in accordance with its terms, another initial business combination, it is in the best interests of the Company’s shareholders to adopt the Extension Proposal and extend the date by which the Company has to consummate an initial business combination to August 21, 2025, the Extended Date.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Extraordinary General Meeting, if necessary or convenient, in order to provide additional time to solicit votes in favor of the Extension Proposal or to effectuate the Extension.

You are not being asked to vote on the Proposed Business Combination at this time. If the Extension is implemented and you do not elect to redeem your Public Shares in connection herewith, you will retain the right to vote on the Proposed Business Combination (or any other initial business combination) when it is submitted to the public shareholders (provided that you are a shareholder on the record date for a meeting to consider such transaction) and the right to redeem your Public Shares for a pro rata portion of the Trust Account in the event the Proposed Business Combination (or any other initial business combination) is approved and completed or in the event that the Company has not consummated with Proposed Business Combination or another initial business combination by the Extended Date.

Subject to applicable securities laws (including with respect to material nonpublic information), the Company or its affiliates may (i) purchase Public Shares from institutional and other investors (including those who elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements. In the event that we or any of our affiliates purchase Public Shares in situations in which the tender offer rules restrictions on purchases would apply, we or they would (a) purchase the Public Shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.74 per share, based on the amounts held in the Trust Account as of the Record Date); (b) represent in writing that such Public Shares will not be voted in favor of approving any of the foregoing proposals; and (c) waive in writing any redemption rights with respect to the Public Shares so purchased.

Public shareholders may elect to redeem their Public Shares if the Extension Proposal is approved, and the Extension is implemented, for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the Trust Account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, regardless of whether such public shareholders vote for or against the Extension Amendment, or do not vote at all, and regardless of whether they hold their shares on the

Record Date (as defined below) established for the Extraordinary General Meeting. If the Extension is implemented, the remaining public shareholders will retain the opportunity to have their Public Shares redeemed in conjunction with the consummation of the Proposed Business Combination (or any other initial business combination), subject to any limitations set forth in our Articles, as amended. In addition, public shareholders who do not elect to redeem their shares would be entitled to have their Public Shares redeemed for cash if the Company has not completed the Proposed Business Combination or another initial business combination by the Extended Date.

On the Record Date, the redemption price per Public Share was approximately $10.74, based on the aggregate amount on deposit in the Trust Account of approximately $268.5 million as of such date (including interest not previously released to the Company to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on Nasdaq on October 4, 2024 was $10.83. Accordingly, if the market price and redemption price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a Public Shareholder receiving approximately $0.09 more than if such shareholder sold the Public Shares in the open market. The Company cannot assure its public shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its public shareholders to determine whether to keep their investments for an additional period of time until the earliest of (i) the Extended Date, (ii) the completion of the Proposed Business Combination or another initial business combination or (iii) the earlier liquidation of the Trust Account by the Board.

Subject to the foregoing, the approval of each of the Extension Proposal requires a special resolution under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), being the affirmative vote of at least a two thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Class A ordinary shares, par value $0.0001 per share (“Class A Shares”) and Class B ordinary shares, par value $0.0001 per share (“Class B Shares”, and together with the Class A Shares, the “Ordinary Shares”), voting together as a single class, as, being entitled to do so, vote in person (including virtually) or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Approval of each of the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, voting together as a single class, as, being entitled to do so, vote in person (including virtually) or by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.

Record holders of Ordinary Shares on September 16, 2024 (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were (i) 25,000,000 issued and outstanding Class A Shares, of which 25,000,000 were Public Shares, and (ii) 6,250,000 Class B Shares issued and outstanding. The Company’s warrants do not have voting rights.

This proxy statement contains important information about the Extraordinary General Meeting and the Proposals to be considered. Whether or not you plan to attend the Extraordinary General Meeting, the Company urges you to read this material carefully and give instructions to vote your shares.

This proxy statement is dated October 7, 2024 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Inflection Point Acquisition Corp. II.

/s/ Michael Blitzer

Michael Blitzer

Chairman of the Board and Chief Executive Officer