Material Agreement - Form 425

Item 1.01 Entry into a Material Definitive Agreement

Amendment No. 1 to Business Combination Agreement

As previously disclosed, on August 21, 2024, Inflection Point Acquisition Corp. II, a Cayman Islands exempted company ("Inflection Point"), 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 Inflection Point ("Merger Sub") entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Business Combination Agreement" and the transactions contemplated thereby, collectively, the "Business Combination"). In connection with the Business Combination, Inflection Point will be renamed "USA Rare Earth, Inc." ("New USARE").

Also as previously disclosed, on August 21, 2024, USARE and certain accredited investors, including certain funds related to Inflection Point (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 (i) Class A-1 convertible preferred unit of USARE or Class A-2 convertible preferred unit of USARE and (ii) warrants to purchase Class A units of USARE ("USARE Class A Units") at $12.00 per USARE Class A Unit (each such warrant, a "USARE Class A Preferred Investor Warrant"), for an aggregate purchase price of approximately $25 million.

On November 12, 2024, Inflection Point and USARE entered into that certain Amendment No. 1 to the Business Combination Agreement (the "BCA Amendment"). The BCA Amendment:

(i)

amends Section 2.02(b) and Section 2.03(b)(iii) to provide that in connection with the Business Combination, each USARE Class A Preferred Investor Warrant shall be cancelled and converted into the right to receive a Domesticated Purchaser Series A Preferred Investor Warrant (as defined in the Business Combination Agreement) exercisable for a number of shares of common stock of New USARE equal to the aggregate number of Class A units of USARE that would be issued upon full exercise of such USARE Class A Preferred Investor Warrant; and

(ii)	amends Article X to define the term "Expiration Time" with respect to the Member Support Agreement (as defined in the Business Combination Agreement) to mean the earlier of the closing of the Business Combination or the termination of the Business Combination Agreement.

No other changes were made to the Business Combination Agreement. The foregoing description of the BCA Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Non-Redemption Agreement

As previously disclosed, Inflection Point has called an extraordinary general meeting of the Company to be held at 11:00 a.m. Eastern Time on November 18, 2024 (the "Meeting") for the purpose of considering and voting on, among other proposals, a proposal to approve, by way of special resolution, an amendment to Inflection Point's Amended and Restated Memorandum and Articles of Association (the "Articles") to extend the date by which Inflection Point has to consummate a business combination (the "Extension") from November 30, 2024 to August 21, 2025 (such earlier time as the directors may approve or such later time as the shareholders may approve in accordance with the Articles (the "Articles Extension Proposal").

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