What changed in this filing

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Item 1B. Unresolved Staff Comments

2025-03-31 compared with 2024-04-02 · 51 added, 19 removed, 2 unchanged (97% of the section changed)

1 unchanged sentence

Cybersecurity.

As a blank check

company, we have no operations and therefore do not have any operations of our own that face cybersecurity threats.

However, we do depend

on the digital technologies of third parties, as noted in Item 1A.

Risk Factors of this Annual Report.

Any sophisticated and deliberate

attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead

to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

Because of our reliance on

the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity

threats, and we have no personnel or processes of our own for this purpose.

Our board of directors oversees risk for our Company, and

prior to filings with the SEC, our board of directors reviews our risk factors, including the descriptions of the risks we face from cybersecurity

threats, as described in Item 1A.

Risk Factors of this Annual Report.

We maintain executive offices at 167 Madison Avenue,

Suite 205 #1017, New York, NY 10016 provided by an affiliate of our Sponsor as our executive offices at no cost.

We consider our current

office space, combined with the office space otherwise available to our executive officers, adequate for our current operations.

Risk management and strategy

We rely on our technology network infrastructure

and information systems to operate our business, interact with vendors and customers, and collect and make payments, among other functions.

Our internally developed infrastructure and systems, as well as those systems and processes provided by third-party vendors, may be susceptible

to damage or interruption from cybersecurity threats and incidents, which include any unauthorized access to our information systems that

may result in adverse effects on the confidentiality, integrity or availability of such systems or related information.

Such attacks have become more sophisticated over

time, especially as threat actors have become increasingly well-funded by or themselves include governmental actors with significant

We expect that the sophistication of cyber-threats will continue to evolve as threat actors increase their use of AI and machine-learning

technologies.

The Company experiences cyber threats in the normal course of its business, and computer viruses, hackers, employee

misconduct and other external hazards could expose our information systems to security breaches, cybersecurity incidents or other

disruptions, any of which could materially and adversely affect our business.

Refer to Item 1A.

Risk Factors, for additional details on

cybersecurity risks that could potentially materially affect the Company.

We manage our risks from cybersecurity threats

through our overall enterprise risk management process, which is overseen by the Board.

Our cybersecurity risks are considered individually

as part of our enterprise risk management process alongside other risks, and priorities and discussed with our Board.

The Company seeks

to prioritize the management of cybersecurity risk and the protection of confidential information and systems.

Under the supervision

of the Chief Executive Officer (“ CEO ”) and VP of Business Operations and Strategy, we work to identify all computing

assets including hardware, software, and network infrastructure in order to conduct a risk assessment.

We consider threats that may

originate from both internal and external sources and maintain technical security controls internally.

We are putting in place plans for

our employees to receive mandatory recurring cybersecurity training and phishing exercises.

The Company’s VP of Business Operations

and Strategy reports directly to the CEO and leads the Information Technology team (collectively, the “ IT Security Team ”).

The IT Security Team is responsible for the strategic oversight of cybersecurity risk management and strategy including the identification

and assessment of cybersecurity threats and incidents.

Periodically, the Company’s VP of Business Operations and Strategy is also

responsible , alongside the Chief Financial Officer (“ CFO ”) and senior management, to keep the Audit Committee of the

Board of Directors informed and briefed with respect to cybersecurity risks and risks.

Our VP of Business Operations and Strategy has

extensive experience of over 20 years in various IT roles across a range of cyber technologies, processes and strategies and is supported

by the IT Security Team and the wider IT team, to support the Company’s cyber risk management processes, including the prevention,

detection and mitigation of cybersecurity threats and incidents, and any required response to and remediation of such cybersecurity threats

or incidents.

The Audit Committee is responsible for providing

governance and oversight over the Company’s operational cybersecurity program, risk management and incident response on behalf of

On a periodic basis, management will report the results of any risk assessments, including the evaluation of any cybersecurity

risks, and the actions that the Company has taken to mitigate these risks.

This includes assessing the measures and controls in

place to mitigate cybersecurity risks and providing oversight of the response of any significant cybersecurity threats and incidents.

For information regarding the properties of USARE, reference is made

to the disclosure set forth above in Item 1.

Business of this Annual Report under the heading “ USARE’s Facilities ,”

which is incorporated herein by reference.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1B. Unresolved Staff Comments