Inflection Point Acquisition Corp. II(IPXXU) - 2024 Q3 - Quarterly Report

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $1,510,125, consisting of interest and dividend income of$3,427,851, partially offset by operating costs of $1,918,166[122]. - For the nine months ended September 30, 2024, the company had a net income of$7,474,229, with interest and dividend income totaling $10,167,128, offset by operating costs of$2,697,453[123]. - The company reported a net income of $2,856,883 for the three months ended September 30, 2023, with interest income from marketable securities of$3,270,011[124]. - The company had a net income of $3,681,499 for the period from March 6, 2023, through September 30, 2023, with interest income totaling$4,329,480[125]. - Cash used in operating activities for the nine months ended September 30, 2024 was $759,464, with a net income of$7,474,229[143]. - The company reported no dilutive securities as of September 30, 2024, resulting in diluted income per share being the same as basic income per share[160]. Business Combination and Acquisition Plans - The company entered into a Business Combination Agreement with USARE on August 21, 2024, which will result in USARE becoming a wholly owned subsidiary of the company[126]. - The aggregate consideration for the merger with USARE is estimated at $800,000,000, minus USARE's aggregate indebtedness, with additional earn-out considerations of up to 10,000,000 shares of New USARE Common Stock[132]. - The company plans to change its jurisdiction of incorporation to Delaware prior to the closing of the USARE Business Combination[127]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a Business Combination[120]. - The Company has agreed to purchase shares of New USARE's 12$9,117,648[135]. - The Sponsor has agreed to forfeit 60,000 New USARE Warrants for every $1,000,000 by which gross proceeds from the closing of the USARE Business Combination are below$50,000,000, up to a maximum of 1,500,000 Warrants[137]. - In connection with the USARE Business Combination, CF&CO will accept a cash fee of $4,000,000 or a combination of$2,000,000 cash and 400,000 shares of New USARE Common Stock, plus 2.0% of capital raised exceeding $50,000,000[158]. Capital and Financing - The Company generated gross proceeds of$250,000,000 from the IPO of 25,000,000 Units at $10.00 per Unit, including a partial exercise of the underwriters' over-allotment option[141]. - The Company incurred transaction costs of$18,361,877 related to the IPO, including $4,400,000 in cash underwriting discounts and$13,100,000 in deferred underwriting fees[142]. - As of September 30, 2024, the Company had cash of $141,201, which is intended for identifying and evaluating target businesses[146]. - The Company has an outstanding borrowing of$700,000 under a convertible promissory note issued to CEO Michael Blitzer[150]. - The Company may need to raise additional capital through loans or investments to continue operations and complete its Business Combination[153]. - The company has no long-term debt or capital lease obligations, with a monthly fee of $27,083 to TVC for CFO and Chief of Staff services, which will be reduced to$17,708 in January 2024 and further to $14,746 by September 2024[156]. Market and Regulatory Considerations - The company has not generated any operating revenues since its inception on March 6, 2023, and only incurs non-operating income from interest and dividends[121]. - The company generated non-operating income primarily from interest income on cash and cash equivalents and dividends from marketable securities held in the Trust Account[121]. - Management does not anticipate any material effects from recently issued accounting standards on the company's financial statements[161]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[162].