Inflection Point Acquisition Corp II

For the period ended Sep 30, 2024. Filed Nov 14, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 14, 2024

USAR$8.76+6.5%Stored close · as of Nov 9, 2026

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Contents

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.	Description of Exhibit
2.1†	Business Combination Agreement, dated as of August 21, 2024, by and among Inflection Point Acquisition Corp. II, IPXX Merger Sub, LLC and USA Rare Earth, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-41711), filed with the SEC on August 22, 2024).
10.1	Sponsor Support Agreement, dated August 21, 2024, by and among and Inflection Point Holdings II LLC, Inflection Point Acquisition Corp. II and USA Rare Earth, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-41711), filed with the SEC on August 22, 2024).
10.2	Form of Member Support Agreement, by and among Inflection Point Holdings II LLC, certain members party thereto and USA Rare Earth, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-41711), filed with the SEC on August 22, 2024).
10.3	Form of Securities Purchase Agreement, by and among Inflection Point Acquisition Corp. II, USA Rare Earth, LLC and the purchasers party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-41711), filed with the SEC on August 22, 2024).
10.4	Fee Reduction Agreement, dated as of August 20, 2024, by and among Inflection Point Acquisition Corp. II, Cantor Fitzgerald & Co. and USA Rare Earth, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-41711), filed with the SEC on August 22, 2024).
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished herewith.

†	Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.