What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-04-02 · 58 added, 17 removed, 7 unchanged (91% of the section changed)

2 unchanged sentences

Market Information

Our Units, Class A ordinary shares and warrants

are listed on Nasdaq under the symbols “IPXXU”, “IPXX” and IPXXW”, respectively.

As of December 31, 2023, there was one holder

of record of our Units, one holder of record of our Class A ordinary shares, one holder of record of our Class B ordinary shares,

one holder of record of our Public Warrants and two holder of record of our Private Placement Warrants a.

The number of holders of

record does not include a substantially greater number of “street name” holders or beneficial holders whose Units, Class A

ordinary shares and Public Warrants are held of record by banks, brokers and other financial institutions.

We have not paid any cash dividends on our ordinary

shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination.

The payment of cash

dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions

subsequent to completion of an initial business combination.

The payment of any cash dividends subsequent to an initial business combination

will be within the discretion of our board of directors at such time.

If we incur any indebtedness, our ability to declare dividends may

be limited by restrictive covenants we may agree to in connection therewith.

Our common stock and warrants are listed on Nasdaq

under the symbols “USAR” and “USARW”, respectively.

As of March 27, 2025, there were 444 holders

of record of our Common Stock, 27 holders of record of our Series A Preferred Stock, and 2 holders

of our New USARE Warrants.

The number of holders of record does not include a substantially greater number of “street name”

holders or beneficial holders whose Common Stock and New USARE Warrants are held of record by banks, brokers and other financial

institutions.

Pursuant to our bylaws, the former members of

USARE OpCo (excluding the former holders of the USARE Class A Convertible Preferred Units and the USARE Class A Preferred Investor Warrants,

solely with respect to securities received in exchange for such USARE OpCo securities) (together with their permitted transferees, the

“ USARE Lock-Up Holders ”) are not be permitted, prior to the date that is six months after the Closing Date (the “ Initial

Common Stock Lock-Up Period ”) to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option

to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of Common Stock that were or will be issued

or were or will be issuable to such USARE Lock-Up Holders in connection with the transactions contemplated by the Business Combination

Agreement (the “ USARE Lock-Up Shares ”) (ii) enter into any swap or other transfer arrangement in respect

of the USARE Lock-Up Shares or (iii) take any other similar actions (the actions specified in the foregoing clauses (i) through

(iii), collectively, “ Transfer ”), without the prior written consent of our board of directors.

Our bylaws further provide

that such USARE Lock-up Holders will not be permitted to, prior to the date that is one year after the Closing Date (the “ Second

Common Stock Lock-Up Period ”), Transfer more than 50% of the USARE Lock-Up Shares, without the prior written consent of our

board of directors.

Our bylaws provide for certain permitted transfers, including but not limited to, transfers to certain affiliates

or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain

conditions, or the exercise of certain stock options and warrants.

Notwithstanding the foregoing, in connection with the Closing of the

Business Combination, our board of directors released specified USARE Lock-Up Holders, generally the USARE Lock-Up Holders who were expected

to own less than 0.2% of the Common Stock issued to all USARE Lock-Up Holders in the Business Combination, from the lock-up described above.

We have not paid any cash dividends on our securities

We do not intend to pay cash dividends for the foreseeable future.

The payment of cash dividends in the future will be dependent

upon our revenues and earnings, if any, capital requirements and general financial condition.

The payment of any cash dividends will be

within the discretion of our board of directors at such time.

If we incur any indebtedness, our ability to declare dividends may be limited

by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance under Equity

Compensation Plans

As of December 31, 2024, we did not have any securities

authorized for issuance under equity compensation plans.

On March 13, 2025, in connection with Closing of the Business Combination, our

shareholders approved the USA Rare Earth, Inc.

2024 Omnibus Incentive Plan (the “ USARE Incentive Plan ”).

We have reserved

a total of 13,000,000 shares of our common stock for issuance pursuant to the USARE Incentive Plan, and the maximum number of shares that

may be issued pursuant to the exercise of incentive stock options granted under the USARE Incentive Plan is 13,000,000, in each case,

subject to certain adjustments set forth therein.

Recent Sales of Unregistered Securities;

of Proceeds from Registered Offerings

At the closing of the Business Combination, we

an aggregate of 784,315 shares of Series A Preferred Stock and Series A Preferred Investor Warrants exercisable for an aggregate of

784,315 shares of Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment, pursuant

to the PIPE SPAs, for an aggregate consideration of $8,000,000;

an aggregate of 131,048 shares of Series A Preferred Stock pursuant to the Blitzer Series A SPA (as defined below) in exchange for

Michael Blitzer’s forgiveness of the remaining 50% of the Convertible Promissory Note (as defined below);

an aggregate of 877,500 shares of Common Stock pursuant to USARE OpCo’s arrangements with Cohen & Company Capital Markets,

A Division of J.V.B.

Financial Group, LLC (“ CCM ”).

These securities were issued pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Each acquiror is an accredited investor for

purposes of Rule 501 of Regulation D.

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 5. Market for Registrant’s Common Equity