Inflection Point Acquisition Corp. II

USAR pays the rest in its own stock: a further 51,852 Preferred Shares RR for EUR 11,666,700.00 subscribed solely by USAR through an in-kind contribution of USAR common stock, the share count being that amount divided by the closing price nine calendar days before closing converted at that day's USD-EUR rate, rounded up. USAR's total is EUR 22,500,225.00 for 100,001 Preferred Shares RR. Item 3.02 treats the contributed shares as an unregistered sale; the share number is not fixed by this report.

A CEO change at a de-SPAC roughly a year after closing is a material governance event, and the terms are quantified: 219,329 RSUs vest rather than being forfeited and $500,000 of bonus is paid, so the departure is negotiated rather than abrupt. Combined with the Executive Chair appointment of the former SPAC sponsor principal announced the same day, control of the company is being restructured around new leadership, which is the kind of change that resets the operating plan a holder underwrote at the merger.

The Board approved Thrasyvoulos Moraitis, age 63 and chief executive of the Serra Verde Group, as CEO from October 1, 2026 or, if later, the closing of the previously announced Serra Verde business combination; he had been announced as intended President on that closing and will hold that title from closing until October 1 if closing comes first. The succession is therefore tied to a transaction that has not closed. The report states the retirement was not due to any disagreement.

Michael Blitzer led the Inflection Point SPAC that took this company public, so his move from non-employee Chairman to a compensated Executive Chair role puts the former sponsor principal into an operating capacity at the successor — an unusual continuation of sponsor involvement well past closing. It arrives alongside the announced CEO retirement, so governance is being reshaped at the top. The compensation amounts are set out in the agreement rather than in this excerpt, so the dilution or cash cost cannot be quantified here.

The consideration is fixed at 3,823,328 USAR shares, so TMRC holders bear USAR's price risk between now and closing while USAR holders take a known, quantified dilution. With the S-4 effective and the proxy mailed on June 29, 2026 the deal is at the shareholder-vote stage, which is the last substantive gate. The two stockholder suits filed on July 7, 2026 are the routine disclosure-claim pattern that accompanies most mergers and rarely blocks closing, but they can force supplemental disclosure and delay.

Filing the pro formas under Schedule 14A as well as on Form 8-K means they are being put in front of shareholders as voting material, not merely disclosed — so this transaction requires a shareholder approval that the pro forma share counts will inform. For a holder the decision rests on how much of the company the SVRE consideration, the private placement and the earnout shares collectively transfer, which is exactly what the pro forma capitalisation table quantifies and the press releases do not.

Pro forma statements are where the dilution from a multi-part transaction becomes visible in one place: a share issuance for SVRE, a private placement on top, plus earnout shares that vest on later conditions. The Offtake and Retained Finance Agreements matter separately because they commit future production and future cash flows, which constrain the company independently of the share count. Former IPXX holders should read the pro forma share table rather than the transaction announcements to see their actual post-deal position.

The consideration is stock only and is described as a fraction of a USAR share per TMRC share, so TMRC holders' outcome tracks USAR's share price rather than a fixed dollar amount. The two-step successive-merger structure is the usual route to a particular tax treatment. No exchange ratio can be quoted from this extract, so the ratio must be read from the full document before it is published anywhere.

The disclosure quantifies an executive departure precisely: $170,625 of cash and acceleration of 56,388 restricted stock units in total, of which 14,545 units are discretionary additions beyond the scheduled tranches. For shareholders of a company that came public through a SPAC, the loss of the general counsel during a period of rapid build-out is a continuity risk, and the extra acceleration granted for longstanding service is a cost borne by all holders through dilution rather than cash.

The transaction being voted on is the April 19, 2026 Agreement and Plan of Merger under which SVRE Holdings Ltd. merges with and into Middlebury Merger Sub Ltd., with Merger Sub surviving as an indirect wholly owned subsidiary of USAR — the Serra Verde rare-earth acquisition. Because the proxy statement is still preliminary, no meeting date, record date or vote threshold is fixed by this filing, and USAR warns that SEC review could cause changes to the pro forma information. Announced transactions with Carester SAS and Texas Mineral Resources Corp. remain pending.

This adds a quarter of pro forma data to what holders had on May 13, 2026, and USAR cautions that SEC review of the preliminary proxy statement could still cause changes to it. The transaction is the April 19, 2026 merger agreement under which SVRE Holdings Ltd. merges into Middlebury Merger Sub Ltd., leaving Merger Sub an indirect wholly owned subsidiary of USAR. No meeting date, record date or vote threshold is fixed by this filing. A further update followed on June 15, 2026 as accession 0001213900-26-068493, carrying Amendment No. 1 to the preliminary proxy statement.

This is the baseline version of the USAR/TMRC registration. The consideration is all stock, expressed as a portion of a USAR share for each TMRC share, so TMRC holders take USAR price risk from signing through closing. No ratio, share count or vote date can be quoted from this extract; they must be read from the full document.

The share issuance figure, 126,849,307, is identical in the definitive proxy, so ten weeks of amendment did not move the number being voted on; what the definitive adds is the July 22, 2026 record date and the resulting approximately 34.1% post-merger SVRE ownership. This version states the financing backdrop: a January 26, 2026 private placement of 69,767,442 shares at $21.50 for about $1.5 billion, and non-binding letters of intent with the U.S. Department of Commerce of the same date totalling about $1.6 billion, being $277.0 million of CHIPS Act funding and $1.3 billion of 15-year debt.

Two things bear on holders at once: a 12% cumulative convertible preferred that accrues at a punishing rate and converts into common, and a newly signed merger with Serra Verde that will be paid for in some combination of stock and cash. Together they define the dilution path. The historical going-concern qualification, disclosed in the same document, is the reason that preferred carries a 12% coupon rather than a market rate.

The dilution is bounded and quantified: up to 10,714,286 new shares against 91,036,777 outstanding is roughly 12% before counting the preferred, which is why the Nasdaq 19.99% rule is engaged only on approval terms rather than as a cap being lifted without a number. The 12% Series A Cumulative Convertible Preferred votes alongside common on this item, so the financing's existing holders participate in approving the warrant tied to it. Materials were first sent on or about June 2, 2025.

The document also registers Series A Preferred Investor Warrants over 4,495,098 shares of common stock, so a public shareholder faces preferred stock and two separate warrant tranches on top of the common issuance. One wording change from Amendment No. 2 is substantive: this version says Inflection Point becomes the manager of USARE OpCo, where the prior amendment said managing member. The structure remains an Up-C in which substantially all assets and business sit at USARE OpCo rather than at the listed company.

This version states that Inflection Point becomes the managing member of USARE OpCo, with substantially all of the assets and business held and operated at the OpCo level, so the listed company's holders own a claim on an operating subsidiary rather than the assets directly. In addition to the common stock and the 20,150,000 warrants, the filing registers Series A Preferred Investor Warrants over 4,495,098 shares, so the preferred financing carries its own warrant overhang. The extraordinary general meeting date is not stated in this preliminary version.

The registered amounts are stated rather than bracketed: 147,980,629 shares of common stock, 2,727,632 shares of Series A Preferred Stock, 20,150,000 warrants, and Series A Preferred Investor Warrants over a further 3,000,000 shares. Preferred stock and investor warrants rank alongside or ahead of the common, so what a public shareholder is diluted by is not measured by the common-share number alone. Substantially all of the assets and business stay in USARE OpCo with the listed company as managing member, which is an Up-C structure rather than a straight merger.

This is an Up-C rather than a simple merger: Inflection Point becomes the managing member of USARE OpCo and substantially all the assets and business stay in the OpCo and its subsidiaries, so public shareholders hold the managing member rather than the operating assets directly. 141,003,414 shares plus 20,150,000 warrants is the ceiling on issuance. Inflection Point redeems the public shares properly tendered for redemption at least one day prior to the Domestication, so the redemption right is exercised while it is still a Cayman company.

This is one of the largest live trusts in the backlog — roughly $268.5 million behind a $10.74 redemption price — and the extension is tied to a specific deal: on August 21, 2024 the company signed a business combination agreement with USA Rare Earth, LLC, and the Extended Date of August 21, 2025 is exactly one year from that signing. Any purchases of public shares by the company or its affiliates would be at no more than the $10.74 redemption price, with those shares voted against the proposals and redemption rights waived.

What changed: Exhibit 99.1 to an 8-K of USA Rare Earth, Inc. (Nasdaq: USAR): the August 10, 2026 press release reporting Q2 2026 results. Cash was approximately $1.53 billion at June 30, 2026 and revenue for the quarter was $5.8 million. In June 2026 the company executed definitive agreements with the U.S. Department of Commerce comprising up to $277 million in federal funding and up to $1.3 billion of senior secured loan capacity under the CHIPS Act program — up to $1.6 billion in total — with disbursements tied to project milestones. Why it matters: Against $5.8 million of quarterly revenue the company holds $1.53 billion of cash and has committed to a $2.8 billion acquisition; the Commerce funding is milestone-contingent, the Carester stake is a term sheet, and the DOE award is subject to final negotiation. Production capacity figures are targets with 2028 commissioning.

What changed: Q2 2026 10-Q of USA Rare Earth, Inc. (Nasdaq: USAR). As of August 4, 2026 there were 244,720,099 common shares and 1,224,351 shares of 12% Series A Cumulative Convertible Preferred Stock outstanding. Why it matters: The Serra Verde acquisition is described throughout as proposed, with the offtake agreement subject to unsatisfied conditions precedent and DFC debt to be assumed. This summary is drawn from the cover page and cautionary note; the financial statements are not covered here.

What changed: USA Rare Earth, Inc. (Nasdaq: USAR) reported under Item 2.01 that on August 7, 2026 it completed the mergers with Texas Mineral Resources Corp. under the Agreement and Plan of Merger dated March 4, 2026, with TMRC surviving the first merger as a wholly owned subsidiary and then merging into a second merger sub. Why it matters: The consideration was a fixed pool of 3,823,328 USAR shares divided across TMRC's fully diluted count, so the exchange ratio was not knowable until closing and the total dilution to USAR was capped in advance. The deal is closed, and the S-4 that registered it went effective five weeks earlier.

What changed: DEFM14A by USA RARE EARTH, INC. — the post-combination successor carried on SpacBrain's Inflection Point Acquisition Corp. II record, not a SPAC. It is a definitive proxy for a special meeting on August 28, 2026 with two proposals only: approving the issuance of 126,849,307 shares of USAR common stock under an Agreement and Plan of Merger dated April 19, 2026 among USAR, Middlebury Merger Sub, Ltd., SVRE Holdings Ltd. (both British Virgin Islands) and Serra Verde Rare Earths Ltd. as stockholder representative, and an adjournment proposal. Why it matters: The share issuance is the vote: on USAR shares outstanding at the July 22, 2026 record date, pre-merger SVRE securityholders would hold approximately 34.1% of USAR common stock afterwards. The filing also states the two recent issuances that set the dilution baseline — a private placement of 69,767,442 shares at $21.50 for gross proceeds of approximately $1.5 billion, closed January 28, 2026, and 16,132,790 shares plus a warrant for 17,600,584 shares at $17.17 issued to the Department of Commerce, recorded as a $451.4 million increase in pro forma stockholders' equity at March 31, 2026.

What changed: 8-K of USA Rare Earth, Inc. Item 8.01 (other events): on July 22, 2026 USAR entered a Share Purchase and Investment Agreement with founder Frederic Carencotte, his French holding company CareInvest, InfraVia CMF Invest and Carester SAS, providing for a minority investment by USAR and InfraVia in Carester of EUR 45,000,225.00 in total by subscription for Preferred Shares RR. Carester will issue 148,149 such shares for EUR 33,333,525.00 in cash, of which USAR takes 48,149 for EUR 10,833,525.00 and InfraVia 100,000 for EUR 22,500,000.00. Why it matters: USAR pays the rest in its own stock: a further 51,852 Preferred Shares RR for EUR 11,666,700.00 subscribed solely by USAR through an in-kind contribution of USAR common stock, the share count being that amount divided by the closing price nine calendar days before closing converted at that day's USD-EUR rate, rounded up. USAR's total is EUR 22,500,225.00 for 100,001 Preferred Shares RR. Item 3.02 treats the contributed shares as an unregistered sale; the share number is not fixed by this report.

What changed: USA Rare Earth, Inc., the Inflection Point Acquisition Corp. II successor, announced on July 19, 2026 that CEO and director Barbara Humpton will retire effective October 1, 2026. Under a retirement agreement of the same date, her 219,329 restricted stock units scheduled to vest on October 1, 2026 will vest, and she receives a pro-rated 2026 annual bonus of $500,000 based on performance achieved, conditioned on a general release, continued employment and customary restrictive covenants. The board approved appointing Thrasyvoulos Moraitis, 63, currently CEO of the Serra Verde Group. Why it matters: A CEO change at a de-SPAC roughly a year after closing is a material governance event, and the terms are quantified: 219,329 RSUs vest rather than being forfeited and $500,000 of bonus is paid, so the departure is negotiated rather than abrupt. Combined with the Executive Chair appointment of the former SPAC sponsor principal announced the same day, control of the company is being restructured around new leadership, which is the kind of change that resets the operating plan a holder underwrote at the merger.

What changed: 8-K of USA Rare Earth, Inc. Item 5.02: on July 19, 2026 the Company announced that Barbara Humpton will retire as Chief Executive Officer and as a director effective October 1, 2026 and entered a retirement agreement of that date. Her 219,329 restricted stock units scheduled to vest October 1, 2026 will vest then, and she will receive a pro-rated 2026 annual bonus of $500,000 based on performance achieved, each conditioned on a general release, continued employment to the separation date and compliance with the agreement's other terms. Why it matters: The Board approved Thrasyvoulos Moraitis, age 63 and chief executive of the Serra Verde Group, as CEO from October 1, 2026 or, if later, the closing of the previously announced Serra Verde business combination; he had been announced as intended President on that closing and will hold that title from closing until October 1 if closing comes first. The succession is therefore tied to a transaction that has not closed. The report states the retirement was not due to any disagreement.

What changed: USA Rare Earth, Inc., the Inflection Point Acquisition Corp. II successor, filed as additional proxy material an Executive Chair Agreement dated July 19, 2026 between the company and Michael Blitzer. Blitzer, already serving as non-employee director and Chairman of the Board, is appointed Executive Chair in addition to his continuing board membership, and becomes eligible for compensation under the agreement. Why it matters: Michael Blitzer led the Inflection Point SPAC that took this company public, so his move from non-employee Chairman to a compensated Executive Chair role puts the former sponsor principal into an operating capacity at the successor — an unusual continuation of sponsor involvement well past closing. It arrives alongside the announced CEO retirement, so governance is being reshaped at the top. The compensation amounts are set out in the agreement rather than in this excerpt, so the dilution or cash cost cannot be quantified here.

What changed: USA Rare Earth, Inc., the Inflection Point Acquisition Corp. II successor, filed a 425 covering its pending acquisition of Texas Mineral Resources Corp. under a Merger Agreement dated March 4, 2026, in which TMRC merges with two USAR subsidiaries and TMRC stock converts into an aggregate 3,823,328 USAR shares. USAR's Form S-4, filed May 13, 2026, was declared effective June 29, 2026, and the definitive proxy/prospectus was filed and mailed to TMRC holders that day. Two purported TMRC stockholders have since filed individual suits in New York Supreme Court, dated July 7, 2026. Why it matters: The consideration is fixed at 3,823,328 USAR shares, so TMRC holders bear USAR's price risk between now and closing while USAR holders take a known, quantified dilution. With the S-4 effective and the proxy mailed on June 29, 2026 the deal is at the shareholder-vote stage, which is the last substantive gate. The two stockholder suits filed on July 7, 2026 are the routine disclosure-claim pattern that accompanies most mergers and rarely blocks closing, but they can force supplemental disclosure and delay.