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August 22, 2024

King & Spalding Is Representing USARE in Becoming a Publicly Traded Company via Business Combination with IPXX


King & Spalding is representing USA Rare Earth, LLC, a Delaware limited liability company (“USARE”), which entered into a definitive business combination agreement with Inflection Point Acquisition Corp. II (NASDAQ: IPXX) (“IPXX”), a special purpose acquisition company, pursuant to which USARE will go public via a business combination, at a pre-money $800 million valuation. Upon the closing of the transaction, the combined public company is expected to be named “USA Rare Earth, Inc.”

The business combination implies a pro forma combined enterprise value of $870 million, excluding additional earnout consideration, and is expected to be completed in early 2025.

USARE is a company building a vertically integrated, domestic rare earth element magnet production supply chain. USARE is building out a magnet production facility in Stillwater, Oklahoma and controls mining rights to the Round Top heavy rare earth and critical minerals deposit in West Texas. USARE is poised to become a leading domestic supplier of rare earth magnets and heavy rare earth elements needed in the electric vehicle, green energy, consumer electronics, and defense industries, as well as for chipsets, semiconductors, and 5G.

IPXX is a special purpose acquisition company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Inflection Point aims to identify, partner with and help grow North American and European businesses in disruptive growth sectors, which complements the expertise of its management team.

For more information, please see the press release by clicking here.

The King & Spalding team includes Trevor Pinkerton, Tim FitzSimons, Nate Bascom, George Hwang, Jerome Hughes and James Smith.