What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-02 · 2864 added, 873 removed, 29 unchanged (99% of the section changed)

Controls and Procedures.

Evaluation of

Disclosure Controls and Procedures

Disclosure controls

and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed,

summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated

and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar

functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision

and with the participation of our management, including our principal executive officer and principal financial and accounting officer,

we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December

31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive

officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls

and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required

to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

We do not expect

that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no

matter how well conceived and operated can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls

and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,

and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures,

no evaluation of disclosure controls and procedure can provide absolute assurance that we have detected all our control deficiencies

and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions.

Report on Internal Controls Over Financial Reporting

This Annual Report

does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report

of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal

Control over Financial Reporting

There were no changes

in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during

the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

report of the registered public accounting firm

This Annual Report

does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS

Act for emerging growth companies.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our

management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

Our management, with the participation of our

principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of Inflection Point’s

disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the fiscal quarter ended December

Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of December

31, 2024, Inflection Point’s disclosure controls and procedures were effective at a reasonable assurance level and, accordingly,

provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

We do not expect that our disclosure controls

and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and

operated can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered

relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls

and procedure can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls

Over Financial Reporting

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial

reporting (as defined in Rules 13a-15(f) under the Exchange Act).

Inflection Point’s internal control over financial reporting is

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements

for external reporting purposes in accordance with GAAP.

Inflection Point’s internal control over financial reporting includes those

policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our

management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

or disposition of our assets that could have a material effect on the financial statements.

Our management conducted an assessment of the

effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in “Internal Control — Integrated Framework (2013).” Based on this assessment, our

management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) of the Exchange Act) during the most recent fiscal quarter that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation report of the registered public

accounting firm

This Annual Report does not include an attestation

report of our independent registered public accounting firm due to an exemption established by the JOBS Act for emerging growth companies.

Other Information.

Disclosure Regarding Foreign

Jurisdictions that Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions that Prevent

Not Applicable.

Directors, Executive Officers

and Corporate Governance.

Directors and

Executive Officers

Our directors and

executive officers are as follows:

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

Our directors and executive officers are as follows:

Joshua Ballard

Chief Executive Officer and Director

William Robert Steele Jr.

Chief Financial Officer

David Kronenfeld

Chief Legal Officer and Corporate Secretary

Chief Operating Officer

Michael Blitzer

Chairman and CEO

Nicholas Shekerdemian

Elliot Richmond

Erica Dorfman

Samuel Sayegh

Peter Ondishin

Mordechai Gutnick

Otto Schwethelm

Michael Senft

Carolyn Trabuco

Joshua Ballard.

Ballard is the Chief Executive Officer of New USARE and USARE OpCo and a Director of our board of directors.

Prior to joining USARE OpCo,

Ballard was the Chief Financial Officer at Energy Recovery, Inc.

from 2018 to 2024, where he was responsible for the finance, accounting,

information technology, human resources, program management and investor relations organizations for the Company.

Ballard brings

more than 20 years of finance and operations experience, both domestically and internationally, working across a variety of industries

within complex organizations to successfully navigate high growth.

Previously, Mr.

Ballard held senior positions for nearly 15 years

at private equity fund managers, including Orox Capital Management and SigmaBleyzer Investment Group, investing in the United States,

Eastern Europe and the former Soviet Union.

During this time, he was responsible for directly leading as well as collaborating with portfolio

company teams to develop and implement long-term strategic plans, and to improve finance, back office and manufacturing operations

in private and public companies.

As Executive Director at SigmaBleyzer, he was also responsible for fund operations and investor relations.

Ballard also held multiple CFO roles with pre-IPO venture-backed companies as Managing Director of Lanterne Advisors,

Ballard is a Certified Financial Analyst and prior Chartered Management Accountant and holds a Global MBA in Finance from

Arizona State University Thunderbird School of Global Business and a BA in Russian Studies from the University of Iowa.

William Robert Steele Jr.

Robert Steele Jr.

is the Chief Financial Officer of New USARE and USARE OpCo.

Prior to joining New USARE and USARE OpCo, Mr.

Steele served

as the Global Chief Financial Officer of Mujin Corp., a physical AI industrial robotics software platform, from October 2024 until March

Prior to his role at Mujin Corp., Mr.

Steele spent six years at Bank of America Securities as a Managing Director from 2018 to October

He also previously served as Managing Director at Stifel from 2005 to 2018, Director and Managing Director at SC Cowen Securities

Corporation from 2000 to 2005, and Principal at Banc of America Securities, Inc.

from 1993 to 1996.

Steele received his bachelor’s

degree from University of California, Santa Barbara and a Master of Business Administration from the Anderson School at UCLA.

David Kronenfeld.

Kronenfeld serves as the Chief Legal Officer and Corporate Secretary of New USARE and USARE OpCo and in that capacity he leads the in-house legal

team and acts as the corporate secretary.

Kronenfeld joined USARE OpCo in March 2021.

Prior to his role at USARE OpCo, Mr.

worked from April 2019 to May 2021 as an attorney in Hunter Business Law’s M&A and securities division.

received a Juris Doctor degree and Master of Laws degree in Taxation from Washington University in St.

Louis and a Bachelor of Arts degrees

in Chinese Language & Literature and European History from Washington & Lee University.

Kronenfeld has a decade and a

half of corporate legal experience both in private practice and as a former associate general counsel of a Nasdaq listed company.

Ridge is the Chief Operating Officer of New USARE and USARE OpCo and in that role he focuses on developing technology and producing rare

earth magnets from a vertically integrated domestic supply chain.

Ridge joined USARE OpCo in April 2023.

Prior to his role

at USARE OpCo, Mr.

Ridge held the positions of (i) Senior Vice President of Global Supply Chain at Elementis, a global specialty

chemical company, from March 2019 to August 2022, and (ii) Global Operations Director at FMC Corporation, a chemical manufacturing

company, from March 2015 to March 2019.

During his time at Elementis, Mr.

Ridge was responsible for leading the EHS, quality,

supply chain, procurement, engineering, and manufacturing functions.

Relatedly, during his time at FMC Corporation, Mr.

Ridge obtained

substantial experience managing the safe and reliable operation of manufacturing plants in various countries.

Ridge received

his Master of Science degree in Chemical Engineering from Texas A&M University and Bachelor of Science degrees in Chemistry and Mathematics

from Florida Southern University.

Throughout his 30-plus years of international experience in multiple-site chemical and mining

operations, Mr.

Ridge has significant leadership experience in all aspects of integrated supply chains and capital project execution

in the chemical and mining space.

Ridge is also a Certified Six Sigma Green Belt.

Michael Blitzer.

has been our Chairman and CEO since March 2023, having previously served as co-CEO and director of Inflection Point

Acquisition Corp.

(“IPAX”) from February 2021 to February 2023.

Blitzer is the founder and co-CEO of

Kingstown Capital Management, which he founded in 2006 and grew to a multi-billion asset manager with some of the world’s

largest endowments and foundations as clients.

Over 17 years, Kingstown has invested in public and private equities, SPACs, PIPEs,

and derivatives.

Michael Blitzer

serves as a director and the Chairperson of our board of directors.

Blitzer served as the Chairman and CEO of Inflection Point from

March 2023 until the Closing of the Business Combination in March 2025, having previously served as co-CEO and director of Inflection

Point Acquisition Corp.

from February 2021 to February 2023.

He has also served as Chairman and CEO of Inflection Point Acquisition Corp.

III since October 2024.

Blitzer is the founder and co-CEO of Kingstown Capital Management, which he founded in 2006 and

grew to a multi-billion asset manager with some of the world’s largest endowments and foundations as clients.

Over 19 years,

Kingstown has invested in public and private equities, SPACs, PIPEs, and derivatives.

At Kingstown, Mr.

Blitzer oversaw and participated in nearly all the firm’s investment decisions including

countless public and private investments in disruptive growth industries.

Blitzer brings an in-depth understanding of public

markets and has invested in a variety of corporate transactions such as spin-offs, rights offerings, public offerings, privatizations,

and mergers & acquisitions.

He currently sits on the board of directors and audit committee of Intuitive Machines, Inc.

He was also a public company director of Signature Group Holdings after its exit from bankruptcy in 2011, where he also sat on

the audit committee, and was on the board of directors of the European mutual fund TREND AD.

Blitzer began his Wall Street

career at J.P.

Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work

at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt.

Blitzer taught

courses in Investing at Columbia Business School for five years in the 2010s.

He holds an MBA from Columbia Business School and

Blitzer oversaw and participated

in nearly all the firm’s investment decisions including countless public and private investments in disruptive growth industries.

Blitzer brings an in-depth understanding of public markets and has invested in a variety of corporate transactions such

as spin-offs, rights offerings, public offerings, privatizations, and mergers & acquisitions.

He currently sits on the board of directors

and audit committee of Intuitive Machines, Inc.

He was also a public company director of Signature Group Holdings after

its exit from bankruptcy in 2011, where he also sat on the audit committee, and was on the board of directors of the European mutual fund

Blitzer began his Wall Street career at J.P.

Morgan Securities in 1999 advising companies globally in private debt

and equity capital raises followed by work at the investment fund Gotham Asset Management, which was founded by the author and investor

Joel Greenblatt.

Blitzer taught courses in Investing at Columbia Business School for five years in the 2010s.

He holds an MBA

from Columbia Business School and a B.S.

from Cornell University where he received the Cornell Tradition Fellowship.

Blitzer currently sits on the Executive Advisory

Board of the Heilbrunn Center for Graham & Dodd Investing at Columbia Business School and is a trustee of Greens Farms Academy

in Westport, CT where he is also Treasurer and Chair of the Investment Committee.

We believe Mr.

Blitzer is qualified to serve on

our board of directors due to his extensive investment, financial, managerial and oversight experience as an investor and board member.

Shekerdemian has served on our board of directors since May 24, 2023.

Shekerdemian previously served as a director

of Inflection Point Acquisition Corp.

IPAX) from February 2021 to February 2023.

Shekerdemian is the Founding

Partner of The Venture Collective, a venture capital firm founded in October 2019 focused on solving the world’s largest problems.

The Venture Collective is backed by a series of exited founders, hedge fund managers and Fortune 500 executives and has invested in the

likes of Axiom Space, Infogrid, Builder.ai, LifeBiosciences and HelixNano.

Shekerdemian was previously Founder and CEO, from

January 2016 to January 2019, and Chairman from January 2019 to August 2022, of a venture backed business called

Headstart (sold to Silverback United, Inc.

in August 2022).

At Headstart, he received backing from investors including Peter Thiel,

Y Combinator, FoundersX Ventures, Hack VC, Plug and Play, and the founders of Zynga and Unity.

Shekerdemian is an advisor

to the United Nations on education through the United National Technology Innovation Lab (UNTIL).

Personally, Mr.

Shekerdemian is

an active angel investor with 50+ investments spanning consumer, enterprise software and biotech.

We believe Mr.

Shekerdemian is

qualified to serve on our board of directors due to his managerial, operational and investment experience as a founder, officer and investor.

has served on our board of directors since May 24, 2023.

Sutter previously served as Executive Chairwoman on IPAX from

February 2021 to February 2023.

Sutter began her career over 25 years ago at the Donna Karan Company serving in a

variety of roles.

She currently serves on the board of ThredUp Inc.

(“ThredUp”), a high-growth re-commerce platform

backed by Goldman Sachs and Park West.

Sutter served

as Global President of Diane von Furstenberg (“DvF”) from 1999 to 2013.

She joined DvF with the task of relaunching and rebuilding

Sutter led DvF’s transformative growth and developed a vast range of accessories and home furnishings, spearheading

the company’s evolution into a true lifestyle omnichannel brand.

During her tenure, she built the business from its commercial

launch to an iconic international brand, expanding its global footprint of freestanding DvF stores, launching DvF.com as well as establishing

a substantial presence in department stores worldwide.

From 2014 to 2017,

Sutter was Operating Partner at TSG Consumer Partners and CEO of TSG Fashion (collectively, “TSG”).

As group CEO, Ms.

Sutter provided hands-on strategic planning as well as operational and management strategy to her portfolio, which included Revolve

RVLV) (“Revolve”), Forward by Elyse Walker, Alexis Bittar, Backcountry, and Paige Denim.

tenure at TSG, Ms.

Sutter was deeply involved in the management and sales processes for Paige Denim and Alexis Bittar.

also instrumental in driving topline growth and margin expansion at Revolve which resulted in a successful initial public offering of

the business in 2019.

Additionally, Ms.

Sutter helped source and diligence new investment opportunities in the broader apparel and retail

After leaving TSG

Consumer Partners, Ms.

Sutter founded Paula Sutter LLC, a brand advisory consulting firm focused on strategic planning, top line growth

initiatives and product development and expansion.

Beginning in 2018, she worked closely with several private PE- and VC-backed companies,

including Alexander Wang, Mackage and MeUndies Inc.

in both advisory and board of director roles, as well as advising investment firms

including Lee Equity Interluxe and Permira.

Sutter is also a Series A investor in Allbirds, Inc.

We believe Ms.

Sutter is qualified

to serve on our board of directors due to her extensive managerial, operational, oversight and investment experience as an officer, board

member and investor of consumer brands.

Elliot Richmond

has served on our board of directors since May 24, 2023.

He was the CFO and a director of Ahren Acquisition Corp.

from April 2021

until June 2023.

Richmond has had a successful 20-year career in investment banking, during which he was honored by Financial

News’ “40 Under 40 Rising Stars in Investment Banking.” He was previously a Partner and Managing Director at Moelis &

Company (from 2012 to 2019).

Prior to joining Moelis & Company in 2011, Mr.

Richmond was Director of UK Investment Banking,

and Head of UK ECM, at Bank of America Merrill Lynch.

Throughout his career, Mr.

Richmond has advised on over $75 billion worth

of domestic and cross-border mergers & acquisitions and equity offerings.

Notable transactions where he has taken a leadership

role include WS Atkins $3.2 billion sale to SNC-Lavalin, ICI’s $16 billion sale to Akzo Nobel, WPP’s $2 billion

hostile acquisition of TNS, and Dubai World’s $3.5 billion acquisition of Economic Zones FZE and LSE delisting.

his investment banking career, Mr.

Richmond is also an experienced early-stage investor, having partaken in over 100 private

pre-seed through Series C equity investments across a variety of sectors in the UK and the US.

He holds a B.Sc.

from University College London and has also partaken in the Wharton School’s Merrill Lynch Investment Banking Institute.

Richmond is qualified to serve on our board of directors due to his extensive investment, financial and managerial experience as

an investor and director.

Erica Dorfman

has served on our board of directors since May 24, 2023.

She currently serves as of Brex’s Head of Global Financial

Products and is responsible for the development of financial products spanning cards, payments, cash movement, reimbursements, credit

limits, billing, and pricing.

She was previously the President of Brex Cash from 2019-2022 and led Brex’s application

for a bank charter.

Dorfman previously served as CFO and COO of Tally Technologies from 2018-2019 where she secured a $50 million

Series C financing for the Company anchored by Andreessen Horowitz.

Prior to Tally Technologies, Ms.

Dorfman served as Vice President

of Capital Markets at SoFi from 2016-2018, overseeing over $10 billion of transactions across asset sales, bank and asset manager

warehouses, and 15+ securitizations across student loans, consumer unsecured loans, and mortgage.

Dorfman served as a private equity

associate at BDT Capital Partners from 2013-2016, and she began her career in investment banking at J.P.

Morgan covering industrials

companies from 2011-2013.

Dorfman is an Angel Investor with investments personally across fintech and B2B software.

Forbes 30 Under 30 recognition in 2019.

We believe Ms.

Dorfman is qualified to serve on our board of directors due to her extensive investment,

financial and managerial experience as an officer and investor.

Samuel Sayegh

has served on our board of directors since May 24, 2023.

Sayegh is the co-founder of UNCAP Investment Management,

an alternative investment firm focused on the digital assets and blockchain space founded in 2021.

He is also a shareholder in the management

companies of other alternative asset managers.

Previously, Mr.

Sayegh served from 2018 to 2021 as the CFO and Head of the Defense

and Intelligence business unit at SPARK Neuro, a Peter Thiel-backed neuroscience software company that has raised over $33 million.

Before that, Mr.

Sayegh ran his own consulting business called Palm Advisory services from 2014-2017.

Earlier in his career,

Sayegh worked on the consumer and education teams at LLR Partners, a private equity firm that has raised over $5 billion

since inception.

He began his career in investment banking in the industrials group at RBS.

Sayegh attended the University

of Pennsylvania, where he graduated in 2011 with a B.S.

from the Wharton School and a B.A.

from the College of Arts & Sciences.

We believe Mr.

Sayegh is qualified to serve on our board of directors due to his extensive investment, financial and managerial

experience as an officer and investor.

Peter Ondishin

has been our CFO since April 2023, and he was previously an employee of IPAX.

Ondishin has been the CFO of Kingstown

Capital Management since August 2020, and he was previously the Controller of Kingstown from April 2019 to August 2020.

Beginning in June 2023, Mr.

Ondishin will be the CFO of The Venture Collective.

Ondishin was the Assistant Controller for

Atlantic Investment Management from January 2016 to March 2019.

Before that, Mr.

Ondishin worked as an accountant for

Fir Tree Partners from January 2014 to January 2016.

Ondishin began his career in assurance at PwC.

and an MBA from Rutgers University, and he is also Certified Public Accountant.

Number and Terms

of Office of Officers and Directors

Our board of directors

consists of six members and is divided into three classes with only one class of directors being appointed in each year, and with each

class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

In accordance

with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal

year end following our listing on Nasdaq.

The term of office of the first class of directors, which consists of Erica Dorfman and Elliot

Richmond, will expire at our first annual general meeting.

The term of office of the second class of directors, which consists of Paula

Sutter and Samuel Sayegh, will expire at the second annual general meeting.

The term of office of the third class of directors, which

consists of Michael Blitzer and Nicholas Shekerdemian, will expire at the third annual general meeting.

Our officers are

appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and

articles of association.

currently sits on the Executive Advisory Board of the Heilbrunn Center for Graham & Dodd Investing at Columbia Business School and

is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee.

Mordechai Gutnick.

Gutnick serves as a director on our board of directors.

Gutnick is a founding investor in USARE OpCo and served as a manager

on the board of managers of USARE OpCo from May 2019 to March 2021 and from October 2021 to the Closing of the Business Combination in

He brings multi-decade experience in various mining projects and is a long-time investor in the mining industry

in both Australia and the United States.

In connection with his investing and professional activities during the last five years, Mr.

has served as a director or officer of numerous private companies and other companies registered with the Australian Securities and Investments

Commission (“ ASIC ”).

Gutnick was also the managing director and chairman of Merlin Diamonds Limited, which

entity was subject to an ASIC initiated Australian court ordered liquidation in 2019.

Gutnick was also the director and joint

chief executive officer of Legend International Holdings, Inc.

(and its subsidiary Paradise Phosphate Limited), which entered bankruptcy

and Australian liquidation in 2016 (and Paradise Phosphate Limited in 2019).

General Paul Kern (Ret).

Paul Kern serves as a director on our board of directors.

Kern served as a manager on the board of managers of USARE OpCo from

2020 until the Closing of the Business Combination in March 2025.

Kern is a senior counselor with The Cohen Group, a position

he has held since 2005, and currently serves as chairman of the board of the non-profit, public-private partnership Advanced Functional

Fabrics of America (AFFOA), a position he has held since 2016.

Kern also currently serves on the Management Board of Integris

and as a director of By Light.

He served as president and chief operating officer of AM General LLC from 2008 to 2010.

retired after almost 38 years with the US Army, last serving as the Commanding General of the Army Materiel Command.

Kern graduated

from West Point in 1967 with a Bachelor of Science degree.

He holds master’s degrees in civil and mechanical engineering from the

University of Michigan and was elected to the National Academy of Engineering in 2006.

He was a National Security Fellow at the J.F.

School, Harvard University and was a member of the Defense Science Board for 14 years.

Schwethelm serves as a director on our board of directors.

Schwethelm is the Founder and Principal of Schwethelm Financial LLC,

a financial advisory and consulting firm where he has served since 2017.

Currently, Mr.

Schwethelm serves on the board of directors

for Paint Rock Bancshares and First State Bank of Paint Rock, positions he has held since December 2020.

With over 45 years of experience

in the industry, Mr.

Schwethelm has held significant positions such as CFO at Capital Precast Holdings LLC (from October 2022 to

October 2024), MP Materials (from December 2017 to November 2019), M.S.

Al Suwaidi Industrial Services Ltd., OQ (formerly Oman Oil Refineries

and Petroleum Industries Company), and Tesoro Corporation.

He has also been actively involved in various non-profit organizations,

including Schreiner University, Peterson Health, Junior Achievement of South Texas, and San Antonio Sports Foundation.

holds credentials as a Certified Public Accountant (licensed in Texas), Certified Internal Auditor, and Certified Fraud Examiner.

his Bachelor of Business Administration degree in Accounting from the University of Texas at Austin.

Michael Senft.

Senft serves as a director on our board of directors.

Senft is a former CFO and investment banker who has served on multiple

public company boards.

Senft is currently the lead independent director for Molekule Group, Inc., a position he has held since

2020, and a senior advisor to Critical Response Group, a position he has held since 2019.

Senft’s former positions include

serving as an executive advisor to Lilium N.V.

in 2023, and as the lead independent director at AeroClean Technologies, Inc.

until its merger with Molekule Group, Inc.

Earlier in his career, he was a director at B/E Aerospace, Inc.

and CFO of KLX, Inc.,

a B/E Aerospace, Inc.

spin-off, until its acquisition by The Boeing Company in 2018.

Senft was an investment banker for over

30 years, including roles at Moelis & Company, CIBC World Markets Corp., and Merrill Lynch & Co.

Senft received his Bachelor

of Arts degree in Economics from Princeton University and his Master of Business Administration degree from the Stern School of Business

at New York University.

Tready Smith.

Smith serves as a director of on our board of directors and previous served on the board of managers of USARE OpCo as Chair from March

2021 to the Closing of the Business Combination in March 2025.

Smith is a seasoned executive with a distinguished career in investment

management and strategic leadership.

Since 2001, Ms.

Smith has served as Chief Executive Officer of Bayshore Capital Advisors, LLC, a

Florida-based investment firm she founded.

Since 1998, she has served as Principal and Managing Member of ASAP Capital Partners,

LLC, a family investment office.

Smith has a proven track record of providing strategic direction and guidance to numerous companies

and organizations.

She is a member of the Board of Directors of Semantic Al.

Additionally, she has served on the boards of the Arts and

Sciences Foundation at the University of North Carolina at Chapel Hill, the Florida Wildlife Corridor Foundation, and the Tampa Museum

of Art, and an independent day school where she chaired the Investment Committee.

Smith is an active member of Young Presidents Organization

(YPO), connecting with business leaders from around the world.

She received her undergraduate degree in business from University of North

Carolina at Chapel Hill.

Carolyn Trabuco.

Trabuco serves as a director on our board of directors.

Trabuco is a business and finance professional in the fields of global equity

research, strategic advisory, commodities and governance.

She has over 25 years of global growth investing and fund management experience,

including over 10 years in the metals, mining, and resources sectors.

Trabuco is co-founder of Azul Brazilian Airline, listed

on the New York Stock Exchange since 2017, and has served on its board of directors since 2008.

Trabuco also serves on the board of

Shimmick Corp., a position she has held since November 2023, and Athena Technology Acquisition Corp.

II, a position she has held since

October 2024.

She also served as the chief executive officer of Ligilo Inc.

d/b/a Inclusively from 2021 to 2022.

She is also the founder

of Thistledown Advisory Group, LLC, a strategic advisory firm, a position she has held since 2017.

Trabuco’s former public company

board service includes Critical Metals Corp., formerly known as Sizzle Acquisition Corp., from February 2024 to December 2024, and

Sizzle Acquisition Corp.

from 2021 to February 2024.

She is also an adjunct professor of finance at Sacred Heart University.

holds a bachelor’s degree in art history from Georgetown University and a master’s degree in public administration from Sacred

Heart University.

Number and Terms of Office of Officers and

Our business and affairs are managed under the

direction of our board of directors.

Our board of directors is chaired by Michael Blitzer and includes as members the individuals named

above as directors.

Subject to the terms of our certificate of incorporation and the bylaws, the number of directors of New USARE is fixed

by our board of directors and is initially fixed at eight (8) directors.

When considering whether directors and director

nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the board of directors to satisfy its

oversight responsibilities effectively in light of its business and structure, the board of directors focuses primarily on each person’s

background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above

in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

Our officers are appointed by the board of directors

and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized

to appoint officers as it deems appropriate pursuant to our certificate of incorporation and bylaws.

Director Independence

Nasdaq rules require

that a majority of our board of directors be independent within one year of our IPO.

An “independent director” is defined

generally as a person who, in the opinion of the Company’s board of directors, has no material relationship with the listed company

(either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

Our board of directors

have determined that Paula Sutter, Elliot Richmond, Erica Dorfman and Samuel Sayegh are “independent directors” as defined

in Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent

directors are present.

Committees of

the Board of Directors

Our board of directors

has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules, the rules of Nasdaq and

Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent

Each committee operates under a charter that was approved by our board and has the composition and responsibilities described

Under our corporate governance guidelines and

the Nasdaq rules, a director is not independent unless our board of directors affirmatively determines that the director does not have

a direct or indirect material relationship with us or any of our subsidiaries.

In addition, the director must not be precluded from qualifying

as independent under the per se bars set forth by the Nasdaq rules.

Based upon information requested from and provided

by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors

has determined that Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, and Carolyn Trabuco do not have a relationship

that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these

directors qualifies as “independent” as that term is defined under the Nasdaq rules.

In making these determinations, our board

of directors considered the relationships that each non-employee director has with New USARE, and all other facts and circumstances

that our board of directors deemed relevant in determining their independence, including the director’s beneficial ownership of

our securities.

Committees of the Board of Directors

Our board of directors directs the management

of its business and affairs, as provided by Delaware law, and conducts its business through meetings of the board of directors and standing

Our board of directors has a standing audit committee, compensation committee and nominating and corporate governance committee,

each of which operates under a written charter and is composed solely of independent directors.

In addition, from time to time, special committees

may be established under the direction of the board of directors when the board of directors deems it necessary or advisable to address

specific issues.

Copies of our committee charters are posted on our website, (https://www.usare.com), as required by applicable SEC and

Nasdaq rules.

The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into,

this Annual Report.

Audit Committee

Our board of directors

has established an audit committee of the board of directors.

Samuel Sayegh, Paula Sutter, Erica Dorfman and Elliot Richmond serve as

the members of our audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members

of the audit committee, all of whom must be independent.

Samuel Sayegh, Paula Sutter, Erica Dorfman and Elliot Richmond are each independent.

Samuel Sayegh serves

as the chairman of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined

that Samuel Sayegh qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted

an audit committee charter, which details the principal functions of the audit committee, including:

● assisting board oversight of

(1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent

registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function

and independent registered public accounting firm;

the appointment, compensation, retention, replacement, and oversight of the work of

the independent auditors and any other independent registered public accounting firm engaged by us;

● pre-approving all audit

and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting

firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered

public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued

independence;

● setting clear policies for

audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from

the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal

quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer

review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities,

within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with

● meeting to review and discuss

our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting

firm, including reviewing our specific disclosures;

reviewing and approving any related party transaction required to be disclosed pursuant

to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management,

the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material

issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Our board of directors

has established a compensation committee of our board of directors.

The members of our compensation committee are Paula Sutter, Samuel

Sayegh, Erica Dorfman and Elliot Richmond.

Paula Sutter serves as chair of the compensation committee.

Under the Nasdaq listing standards

and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent.

Paula Sutter, Samuel Sayegh, Erica Dorfman and Elliot Richmond are each independent.

We have adopted a compensation committee charter,

which details the principal functions of the compensation committee, including:

● reviewing and approving on

an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief

executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of

our chief executive officer’s based on such evaluation;

● reviewing and making recommendations

to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to

board approval of all of our other officers;

● reviewing our executive compensation

policies and plans;

● implementing and administering

our incentive compensation equity-based remuneration plans;

● assisting management in complying

with our proxy statement and annual report disclosure requirements;

● approving all special perquisites,

special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

● producing a report on executive

compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also

provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal

counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation

committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Our audit committee is responsible for,

among other things:

● overseeing our accounting and financial reporting process;

● appointing, compensating, retaining and overseeing the work

of our independent registered public accounting firm and any other registered public accounting firm engaged for the purpose of preparing

or issuing an audit report or related work or performing other audit, review or attest services for us;

● discussing with our independent registered public accounting

firm any audit problems or difficulties and management’s response;

● pre-approving all audit and non-audit services provided

to us by our independent registered public accounting firm (other than those provided pursuant to appropriate preapproval policies established

by the audit committee or exempt from such requirement under the rules of the SEC);

● reviewing and discussing our annual and quarterly financial

statements with management and our independent registered public accounting firm;

● discussing our risk management policies;

● reviewing and approving or ratifying any related person transactions;

● establishing procedures for the receipt, retention and treatment

of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous

submission by our employees of concerns regarding questionable accounting or auditing matters;

● preparing the audit committee report required by SEC rules.

Our audit committee consists of Otto Schwethelm,

Carolyn Trabuco, and Michael Senft, with Otto Schwethelm serving as chair.

All members of our audit committee meet the requirements for

financial literacy under the applicable Nasdaq rules and regulations.

Our board of directors has affirmatively determined that each member

of the audit committee qualifies as “independent” under Nasdaq’s additional standards applicable to audit committee

members and Rule 10A-3 of the Exchange Act applicable audit committee members.

In addition, our board of directors has

determined that Otto Schwethelm qualifies as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of

Regulation S-K.

Compensation Committee

Our compensation committee is responsible for,

among other things:

● reviewing and approving corporate goals and objectives with

respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these

goals and objectives and setting our Chief Executive Officer’s compensation;

● reviewing and setting or making recommendations to the board

of directors regarding the compensation of our other executive officers;

● reviewing and making recommendations to the board of directors

regarding director compensation;

● reviewing and approving or making recommendations to the board

of directors regarding our incentive compensation and equity-based plans and arrangements;

● appointing and overseeing any compensation consultants;

● reviewing and discussing annually with management our “Compensation

Discussion and Analysis”, to the extent required;

● preparing the annual compensation committee report required

by SEC rules, to the extent required.

Our compensation committee consists of Carolyn

Trabuco, Paul Kern and Otto Schwethelm, with Carolyn Trabuco serving as chair.

The board of directors has determined that each of these

directors qualify as “independent” under Nasdaq’s additional standards applicable to compensation committee members,

and the compensation committee meet the requirements of Section 16b-3 of the Exchange Act with respect to acquisitions from the issuer.

Director Nominations

We do not have

a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so

by law or Nasdaq rules.

In accordance with Rule 5605(e) (2) of the Nasdaq rules, a majority of the independent directors

may recommend a director nominee for selection by our board of directors.

Our board of directors believes that the independent directors

can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing

nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Paula Sutter,

Elliot Richmond, Erica Dorfman and Samuel Sayegh.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors

are independent.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

Our nominating and corporate governance committee

is responsible for, among other things:

● identifying individuals qualified to become members of the board

of directors and ensuring the board of directors has the requisite expertise and consists of persons with sufficiently diverse and broad

skills and independent backgrounds;

● recommending to the board of directors the persons to be nominated

for election as directors and to each committee of the board of directors;

● developing and recommending to the board of directors corporate

governance guidelines, and reviewing and recommending to the board of directors proposed changes to our corporate governance guidelines

from time to time;

● overseeing the annual evaluations of the board of directors,

its committees and management.

Our nominating and corporate governance committee

consists of Michael Senft, Paul Kern, Mordechai Gutnick and Michael Blitzer, with Michael Senft serving as chair.

The board of directors

will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed

nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting).

Our shareholders

that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and

restated memorandum and articles of association.

We have not formally

established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional

experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best

interests of our shareholders.

Committee Interlocks and Insider Participation

None of our executive

officers currently serves, in the past year has served, as a member of the compensation committee of any entity that has one or more

executive officers serving on our board of directors.

determined that the members of our nominating and corporate governance committee qualify as “independent” under Nasdaq rules

applicable to nominating and corporate governance committee members.

The nominating and corporate governance committee

has not set specific minimum qualifications for director positions.

Instead, the nominating and corporate governance committee will review

nominations for election or re-election to the board of directors on the basis of a particular candidate’s merits and the Company’s

needs after taking into account the current composition of the board of directors.

When evaluating candidates annually for nomination

for election, the nominating and corporate governance committee will consider an individual’s skills, diversity, independence, experience

in areas that address the needs of the board of directors and ability to devote adequate time to our board of directors’ duties.

The nominating and corporate governance committee does not specifically define diversity, but values diversity of experience, perspective,

education, race, gender and national origin as part of its overall annual evaluation of director nominees for election or re-election.

Whenever a new seat or a vacated seat on the board of directors is being filled, candidates that appear to best fit the needs of the board

of directors and the Company will be identified, interviewed and evaluated by the nominating and corporate governance committee.

selected by the nominating and corporate governance committee will then be recommended to the full board of directors.

Code of Ethics

We have adopted

a code of ethics applicable to our directors, officers and employees (“Code of Ethics”) that complies with the rules and

regulations of Nasdaq.

The Code of Ethics codifies the business and ethical principles that govern all aspects of our business.

of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain

provisions of our Code of Ethics in a Current Report on Form 8-K.

Under Cayman Islands

law, directors and officers owe the following fiduciary duties:

to act in good faith in what the director or officer believes to be in the best interests

of the Company as a whole;

to exercise powers for the purposes for which those powers were conferred and not for a collateral

(iii) directors

should not improperly fetter the exercise of future discretion;

to exercise powers fairly as between different sections of shareholders;

not to put themselves in a position in which there is a conflict between their duty to the

Company and their personal interests;

to exercise independent judgment.

In addition to

the above, directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as

a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying

out the same functions as are carried out by that director in relation to the Company and the general knowledge skill and experience

of that director.

As set out above,

directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise

benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or

authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission

granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

Each of our officers

and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one

other entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an

entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:

individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain

from engaging directly or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce

any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be

a corporate opportunity for any director or officer, on the one hand, and us, on the other.

We do not believe, however, that the fiduciary

duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

Below is a table

summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Capital Management, L.P.

and Co-Chief Investment Officer

Capital Partners, LLC

Management GP LLC

Partners Master Ltd, Kingstown Partners II, L.P., Kingstown 1740 Fund, LP and Kingfishers L.P.

managed by Kingstown Capital Management, LP and Kingstown Management GP LLC

Machines, Inc.

Infrastructure

and services company

capital firm focused on the intersection between transformational technology and deep positive impact

for Teaching by the Top Ltd.

EdTech company

Re-commerce platform

advisory consulting

and Chief Executive Officer

Collective and its affiliates

capital firm focused on the intersection between transformational technology and deep positive impact

Estate Investment Trust

Oscar Group Ltd

Oscar Ventures Ltd

holding company

Holdings Limited

of Global Financial Products

Investment Management

investment management

Capital Management, L.P.

Collective and its affiliates

capital firm focused on the intersection between transformational technology and deep positive impact

Financial Officer

In addition, our

Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures

during the period in which we are seeking an initial business combination.

As a result, our Sponsor, officers and directors could have

conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they

may become involved.

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial

business combination target.

However, we do not believe that any such potential conflicts would materially affect our ability to complete

our initial business combination.

Potential investors

should also be aware of the following other potential conflicts of interest:

officers and directors are not required to, and will not, commit their full time to our affairs,

which may result in a conflict of interest in allocating their time between our operations

and our search for a business combination and their other businesses.

We do not intend to

have any full-time employees prior to the completion of our initial business combination.

Each of our officers is engaged in several other business endeavors for which he may be entitled

to substantial compensation, and our officers are not obligated to contribute any specific

number of hours per week to our affairs.

initial shareholders currently hold founder shares and Private Placement Warrants.

officers and directors have entered into the Letter Agreement, pursuant to which they have

agreed to waive their redemption rights with respect to their founder shares and Public Shares

in connection with the completion of our initial business combination or an earlier redemption

in connection with the commencement of the procedures to consummate the initial business

combination if we determine it is desirable to facilitate the completion of the initial business

Additionally, our Sponsor, officers and directors have agreed to waive their

rights to liquidating distributions from the Trust Account with respect to their founder

shares if we fail to complete our initial business combination within the prescribed time

frame, although they will be entitled to liquidating distributions from assets outside the

Trust Account.

If we do not complete our initial business combination within the prescribed

time frame, the Private Placement Warrants will expire worthless.

Furthermore, our Sponsor,

officers and directors have agreed not to transfer, assign or sell any of their founder shares

and any Class A ordinary shares issuable upon conversion thereof until the earlier to

(i) one year after the completion of our initial business combination or (ii) the

date following the completion of our initial business combination on which we complete a

liquidation, merger, share exchange or other similar transaction that results in all of our

shareholders having the right to exchange their ordinary shares for cash, securities or other

Notwithstanding the foregoing, if the closing price of our Class A ordinary

shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading day period commencing at least 150 days after our initial business combination,

the founder shares will be released from the lockup.

The Private Placement Warrants (including

the Class A ordinary shares issuable upon exercise of the Private Placement Warrants)

will not be transferable until 30 days following the completion of our initial business

Because each of our officers and directors will own ordinary shares or warrants

directly or indirectly, they may have a conflict of interest in determining whether a particular

target business is an appropriate business with which to effectuate our initial business

officers and directors may have a conflict of interest with respect to evaluating a particular

business combination if the retention or resignation of any such officers and directors was

included by a target business as a condition to any agreement with respect to our initial

business combination.

We are not prohibited

from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor, officers or directors

or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we seek to complete an initial business combination with a target that is affiliated (as defined in our amended and restated

memorandum and articles of association) with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain

an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that the consideration

to be paid by us in such an initial business combination is fair to our Company from a financial point of view.

We are not required to

obtain such an opinion in any other context.

We are not required to obtain such an opinion in any other context.

Except as described

herein, none of our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, will be paid

any finder’s fee, consulting fee or other compensation by the Company prior to, or for any services they render in order to effectuate,

the completion of our initial business combination (regardless of the type of transaction that it is).

However, we may pay consulting,

success or finder fees to our independent directors, our advisors, or their respective affiliates in connection with the consummation

of our initial business combination.

In accordance with the Services and Indemnification

Agreement entered on May 24, 2023, we will reimburse TVC, an affiliate of Nicholas Shekerdermian, for the services of Peter Ondishin,

Chief Financial Officer, and Kevin Shannon, Chief of Staff, $27,083 per month.

On March 28, 2024, we entered into the Amendment to the

Services and Indemnification Agreement, pursuant to which, the Monthly Fee paid to TVC, effective as of January 1, 2024, was reduced from

$27,083.33 to (i) $17,708.33 for the period from January 1, 2024 to January 31, 2024 and (ii) $24,091 for the period starting February

Upon completion of a business combination or its liquidation, we will cease paying the Monthly Fee.

In addition, we have agreed,

pursuant to the Services and Indemnification agreement relating to the monthly payment for the services of Peter Ondishin, Chief Financial

Officer, and Kevin Shannon, Chief of Staff described above, that we will indemnify our Sponsor and TVC from any claims arising out of

or relating to the IPO or the Company’s operations or conduct of the Company’s business or any claim against our Sponsor and/or

TVC alleging any expressed or implied management or endorsement by our Sponsor and/or TVC of any of the Company’s activities or

any express or implied association between our Sponsor and/or TVC, on the one hand, and the Company or any of its other affiliates, on

the other hand, which agreement provides that the indemnified parties cannot access the funds held in our Trust Account.

and Indemnification agreement also provides that Peter Ondishin and Kevin Shannon cannot access the funds held in our Trust Account.

We cannot assure

you that any of the above mentioned conflicts will be resolved in our favor.

In the event that

we submit our initial business combination to our public shareholders for a vote, our Sponsor, officers and directors have agreed to

vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares

purchased during or after the offering in favor of our initial business combination.

In connection with Closing, we adopted a code

of ethics that applies to all of our executive officers, directors and employees, including our principal executive officer, principal

financial officer, principal accounting officer or controller or persons performing similar functions.

The code of ethics is available

on our website, ( https://www.usare.com ).

We intend to make any legally required disclosures

regarding amendments to, or waivers of, provisions of our code of ethics on our website rather than by filing a Current Report on Form 8-K.

Insider Trading Policy

We have adopted insider trading policies

and procedures attached hereto as Exhibit 19 governing the purchase, sale and other dispositions of the Company’s securities by

directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations.

It is also the policy of the Company to comply with applicable securities laws when transacting in its own securities.

Compensation Committee Interlocks and Insider

Participation

No member of the compensation committee was at

any time during fiscal year 2024, or at any other time, one of our officers or employees.

None of our executive officers has served as

a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive

officers served as a director of our board of directors or member of our compensation committee.

Executive Compensation.

Discussion and Analysis

None of our executive officers or directors have

received any cash compensation for services rendered to us.

However, we will pay an aggregate of $24,091 (as amended) per month to TVC,

an affiliate of Nicholas Shekerdemian, for the services of Peter Ondishin, Chief Financial Officer, and Kevin Shannon, Chief of Staff.

In addition, our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

In addition, we have agreed, pursuant to the Services and Indemnification Agreement with our Sponsor, TVC, Peter

Ondishin and Kevin Shannon relating to the monthly payment for the services of Peter Ondishin and Kevin Shannon described above, that

we will indemnify our Sponsor and TVC from any claims arising out of or relating to the IPO or the Company’s operations or conduct

of the Company’s business or any claim against our Sponsor and/or TVC alleging any expressed or implied management or endorsement

by our Sponsor and/or TVC of any of the Company’s activities or any express or implied association between our Sponsor and/or TVC,

on the one hand, and the Company or any of its other affiliates, on the other hand, which agreement provides that the indemnified parties

cannot access the funds held in our Trust Account.

The Services and Indemnification Agreement also provides that Peter Ondishin and Kevin

Shannon cannot access the funds held in our Trust Account.

Further, we may pay consulting, success or finder fees to our independent directors,

our advisors, or their respective affiliates in connection with the consummation of our initial business combination.

We may also engage

our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial business combination and certain

other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions.

Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or

their affiliates.

Any such payments prior to an initial business combination will be made from funds held outside the Trust Account.

than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our

reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities

on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements,

no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, executive officers

and directors, or any of their respective affiliates, prior to completion of our initial business combination.

After the completion

of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management

fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation

materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination.

not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors

of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation

to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation

committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend

to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial

business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements

to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to

retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do

not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a

determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers

and directors that provide for benefits upon termination of employment.

Security Ownership of

Certain Beneficial Owners and Management and Related Shareholder Matters.

The following table sets forth information regarding the beneficial

ownership of our ordinary shares as of April 2, 2024.

Unless otherwise indicated, we believe that all persons named in the table have

sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.

The following table does not reflect

record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable within 60 days of the date

of this Annual Report.

beneficial ownership of our ordinary shares is based on 25,000,000 Class A ordinary shares and 6,250,000 Class B ordinary shares as of

April 2, 2024

and Address of Beneficial Owner (1)

Percentage of

Inflection Point

Holdings II LLC (our Sponsor) (3)

Inflection Point Executive and Director Compensation

As of December 31, 2024, Inflection Point had

two executive officers, Michael Blitzer (Chairman and Chief Executive Officer), and Peter Ondishin (Chief Financial Officer).

consummation of the Business Combination, and in accordance with the terms of the Business Combination Agreement, each of the Inflection

Point executive officers ceased serving in such capacities.

On May 24, 2023, Inflection Point entered

into a Services and Indemnification Agreement with the Sponsor, TVC, Peter Ondishin and Kevin Shannon, pursuant to which it pays TVC a

total of $27,083.33 per month for the services of Peter Ondishin as chief financial officer of the Company and Kevin Shannon as chief

of staff for the Company.

On March 28, 2024, Inflection Point entered into the Amendment to the Services and Indemnification Agreement

pursuant to which, the Monthly Fee paid to TVC, effective as of January 1, 2024, was reduced from $27,083 to (i) $17,708 for

the period from January 1, 2024 to January 31, 2024 and (ii) $24,091 for the period starting February 1, 2024.

August 9, 2024, Inflection Point entered into the Amendment to the Services and Indemnification Agreement pursuant to which, the

Monthly Fee paid to TVC, effective as of April 1, 2024, was reduced from $24,091 to $18,882 for the period starting April 1,

On August 9, 2024, the Company entered into the Amendment to the Services and Indemnification Agreement pursuant to which, the Monthly

Fee paid to TVC, effective as of April 1, 2024, was reduced from $24,091 to $18,882 for the period starting April 1, 2024.

Fee was further reduced from $18,882 to $14,746 for the period starting September 1, 2024.

On November 8, 2024, the Company entered into

the Third Amendment to the Services and Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of November

1, 2024, was reduced from $14,746 to $7,373 for the period starting October 1, 2024.

Upon completion of a Business Combination or its

liquidation, the Company ceased paying the Monthly Fee.

For the year ended December 31, 2024 and for the period from March 6, 2023 (inception)

through December 31, 2023, the Company incurred $204,541 and $196,806 for these services, respectively.

Prior to the consummation of the Business Combination,

the Sponsor and Inflection Point’s executive officers and directors, or any of their respective affiliates, were entitled to be

reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target

businesses and performing due diligence on suitable business combinations.

In addition, pursuant to the Services and Indemnification Agreement

with the Sponsor, TVC, Peter Ondishin and Kevin Shannon relating to the monthly payment for the services of Peter Ondishin and Kevin Shannon

described above, Inflection Point agreed to indemnify the Sponsor and TVC from any claims arising out of or relating to the IPO or Inflection

Point’s operations or conduct of Inflection Point’s business or any claim against the Sponsor and/or TVC alleging any expressed

or implied management or endorsement by the Sponsor and/or TVC of any of Inflection Point’s activities or any express or implied

association between the Sponsor and/or TVC, on the one hand, and Inflection Point or any of its other affiliates, on the other hand, which

agreement provided that the indemnified parties could not access the funds held in Inflection Point’s Trust Account prior to the

consummation of the Business Combination.

The Services and Indemnification Agreement also provided that Peter Ondishin and Kevin Shannon

cannot access the funds held in Inflection Point’s Trust Account.

Prior to the consummation of the Business Combination, Inflection

Point’s audit committee reviewed on a quarterly basis all payments that were made to the Sponsor, executive officers or directors,

or Inflection Point’s or their affiliates.

Any such payments prior to the consummation of the Business Combination were made from

funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, Inflection Point did not have

any additional controls in place governing such reimbursement payments to its directors and executive officers for their out-of-pocket expenses

incurred in connection with their activities on Inflection Point’s behalf in connection with identifying and consummating an initial

business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting

fees, was paid by Inflection Point to the Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion

of the Business Combination.

USARE Executive and Officer Compensation

This section discusses the material components

of the executive compensation program of USARE OpCo for its executive officers who are named in the “ Summary Compensation Table ”

In 2024, USARE OpCo’s “named executive officers” and their positions (or former positions) were as follows:

● Joshua Ballard, Chief Executive Officer;

● Tom Schneberger, former Chief Executive Officer;

● Effie Simanikas, former Chief Financial Officer;

● Steve Ridge, Chief Operating Officer;

● David Kronenfeld, Chief Legal Officer.

This discussion may contain forward-looking statements

that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Actual compensation

programs that we adopt following the Closing may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

The following table sets forth information concerning

the compensation of USARE OpCo’s named executive officers for the years ended December 31, 2024 and December 31,

Name and Principal Position

Joshua Ballard (5)

Chief Executive Officer

Tom Schneberger

Former Chief Executive Officer

Effie Simanikas

Former Chief Financial Officer

Chief Operating Officer

David Kronenfeld

Chief Legal Officer

(1) The amount in this column reflects the amount of base salary

earned for fiscal years 2024 and 2023 to the named executive officers.

See “— Base Salaries ” below

for more details regarding the named executive officers’ salaries.

(2) Represents:

(i) a sign-on bonus equal to $500,000

Schneberger on January 2, 2023, (ii) the cash component of the 2023 annual bonuses paid to Messrs.

and Ridge and Ms.

Simanikas in 2024 for services performed during 2023 and (iii) a bonus equal to $100,000 paid to Mr.

on December 2, 2024 in recognition of his additional duties and responsibilities following Mr.

Schneberger’s departure.

bonuses are further described below in “— Annual Bonuses ”.

(3) Amount reflects the aggregate grant date fair value of USARE

Incentive Units, computed in accordance with FASB ASC Topic 718 as follows:

(i) 750,000 USARE Incentive Units granted Mr.

during the year ended December 31, 2023 and 923,587 USARE Incentive Units granted Mr.

Ridge during the year ended December 31,

2024 and (ii) 75,221 USARE Incentive Units granted to Mr.

Kronenfeld during the year ended December 31, 2024.

For information

regarding assumptions underlying the valuation of the USARE Incentive Units, see Note 15 to USARE’s consolidated financial

statements included elsewhere in this Annual Report.

This amount does not correspond to the actual economic value that may be received

Ridge and Kronenfeld from these awards.

Each USARE Incentive Unit that was issued and outstanding immediately prior to

the Effective Time, by virtue of the occurrence of the Merger, (x) to the extent the holder of such USARE Incentive Unit was continuously

employed by or providing services to USARE OpCo from the August 21, 2024 through the Effective Time, was automatically deemed to be fully

vested, (y) regardless of such employment or service status, was automatically deemed exchanged or converted (on a cashless basis) into

a fraction of one USARE Class A Unit of USARE in accordance with the terms of such USARE Incentive Unit, the Pre-Closing USARE OpCo OA

and the Second Amended and Restated USA Rare Earth, LLC Incentive Plan and each USARE Class A Unit issued or issuable upon such deemed

exchange or conversion was treated as being issued and outstanding immediately prior to the Effective Time and converted into a fractional

share of Common Stock equal to the Exchange Ratio (0.2043578).

(4) For 2023, amounts reflect 401(k) plan matching contributions

under the USA Rare Earth Management Co LLC 401(k) Plan to each of the named executive officers and with respect to Mr.

a housing allowance equal to $60,000.

For 2024, amounts reflect 401(k) plan matching contributions under the USA Rare Earth Management

Co LLC 401(k) Plan to each of the named executive officers, other than Mr.

Ballard who was not eligible to participate in the

plan in 2024, and with respect to Mr.

Schneberger, a housing allowance equal to $20,000.

The amounts also reflect severance paid in 2024

(i) with respect to Mr.

Schneberger, company-subsidized COBRA coverage for seven months equal to $9,616

and (ii) with respect to Ms.

Simanikas, a separation payment equal to $200,000, company-subsidized COBRA coverage through December 31,

2024 equal to $6,474.29, payout of accrued but unused vacation equal to $17,486.75, transitional/career counseling services equal to

$25,000, and accelerated vesting of 750,000 unvested USARE Incentive Units.

The value of the acceleration of Ms.

Simanikas’s USARE

Incentive Units is assumed to equal $397,350, which is the difference between $2.26 (i.e., an estimated fair market value of a USARE

Incentive Unit as of December 31, 2024 which may not be a fair market value of a USARE Incentive Unit for other purposes) and the

distribution threshold of $1.7302, multiplied by the 750,000 USARE Incentive Units being accelerated.

Ballard was hired as Chief Executive Officer of USARE

OpCo on December 16, 2024.

Narrative to Summary Compensation Table

Departure of Certain Named Executive Officers

While the 2024 and 2023 compensation of Mr.

Simanikas is disclosed above, their employment was terminated effective May 15, 2024 and March 16, 2024, respectively.

A discussion of the payments and benefits they received in connection with the termination of their employment is discussed below in the

section entitled “ Executive Compensation Arrangements ”.

Base Salaries

The named executive officers received an annual

base salary to compensate them for services rendered to USARE OpCo.

The base salary payable to each named executive officer was intended

to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

Ridge began employment with USARE OpCo on December 16, 2024 and April 24, 2023, respectively, and therefore, Mr.

2024 base salary and Mr.

Ridge’s 2023 base salary were prorated based on their partial year of employment.

Simanikas were paid base salaries from January 1, 2024 until the termination of their employment effective May 15, 2024

and March 16, 2024, respectively.

The actual base salaries earned by USARE OpCo’s named executive officers for services in

2024 and 2023 are set forth above in the Summary Compensation Table in the column entitled “ Salary ”.

Annual Bonuses

USARE OpCo’s named executive officers were

eligible to earn annual bonuses for calendar years 2024 and 2023, as determined in the discretion of the board of managers of USARE

OpCo based its review of USARE OpCo’s performance for the applicable year and each named executive officer’s individual performance

and contributions to the success of USARE.

2023 Annual Bonuses

Simanikas was paid a minimum annual bonus

equal to 75% of her base salary, as provided in her offer letter.

Each of Messrs.

Schneberger and Ridge earned a target annual bonus for

2023, equal to 100% of their annual base salary.

In 2023, all of the members of USARE OpCo’s leadership team, including Messrs.

Schneberger and Ridge, but excluding Ms.

Simanikas, received one-third of their 2023 annual bonus in cash and two-thirds of

their 2023 annual bonus in equity, specifically USARE Incentive Units granted under the USARE OpCo Equity Plan, which is discussed

Schneberger was paid the cash portion of his 2023 annual bonus equal to $216,667 in 2024, but the equity portion of his

2023 annual bonus that was scheduled to be granted in 2024 was not granted due to his resignation effective May 15, 2024.

was paid the cash portion of his 2023 annual bonus equal to $100,000 in 2024, and on April 25, 2024, he was awarded 173,587 USARE

Incentive Units for the equity portion of his 2023 annual bonus.

The cash portion of the 2023 annual bonuses earned

by the named executive officers is reflected in the Summary Compensation Table in the column entitled “ Bonuses ”.

the equity portion of Messrs.

Schneberger’s and Ridge’s 2023 annual bonuses were reported in the “ Option Awards ”

column of the Summary Compensation Table for 2024 rather than 2023 since the equity portion of their 2023 annual bonuses were granted

2024 Annual Bonuses

Ballard was not entitled to an annual

bonus in 2024 since his employment with USARE OpCo commenced on December 16, 2024.

Schneberger and Ms.

Simanikas each did

not earn an annual bonus for 2024 due to the termination of their respective employment in 2024.

Each of Messrs.

Ridge and Kronenfeld are eligible

for a bonus with respect to their services to USARE OpCo in 2024.

The bonuses will be determined in the discretion of the board of managers

of USARE OpCo.

However, bonuses for all USARE OpCo employees for 2024 have not been determined as of the date of this Annual Report.

Equity Compensation

Prior to the consummation of the Business Combination,

USARE OpCo maintained the Second Amended and Restated USA Rare Earth, LLC Incentive Plan, as amended (the “ USARE OpCo Equity

Plan ”) in order to provide USARE OpCo’s service providers the opportunity to acquire an equity interest in USARE OpCo.

to the USARE OpCo Equity Plan, award agreements thereunder and the Pre-Closing USARE OpCo OA, service providers (including managers, officers,

employees, consultants and other service providers) may be granted USARE Incentive Units (references to incentive units below refer

to USARE Incentive Units).

In connection with the Business Combination, each

USARE Incentive Unit awarded under the USARE OpCo Equity Plan:

(i) became fully vested if the holder remained employed through the

Closing Date, (ii) was deemed exchanged or converted (on a cashless basis) into a number of USARE Class A Units equal to

the number of USARE Incentive Units covered by the award multiplied by an exchange ratio based on the in-the-money value of

the USARE Incentive Units determined in accordance with the Business Combination Agreement and (iii) after such deemed exchange

or conversion, be cancelled and converted into the Per Unit Base Consideration and the right to receive, subject to the vesting conditions,

a number of shares of Common Stock equal to the Per Unit Earn-out Consideration.

New USARE is expected to grant equity awards in

the discretion of the board of directors pursuant to the USARE Incentive Plan.

Schneberger was awarded 2,000,000 incentive

units on December 1, 2022, and Mr.

Ridge was awarded 750,000 incentive units on April 19, 2023.

The distribution thresholds

applicable to these awards were reduced from $3.2706 to $1.7302, then the awards were subsequently cancelled on December 28, 2023.

On December 1, 2022, in connection with Tom

Schneberger’s commencement of employment, he was awarded 917,263 USARE Class A Units pursuant to an award agreement and

the Pre-Closing USARE OpCo OA.

The units were scheduled to vest in one-third increments on each of January 2, 2024, 2025

and 2026, subject to his continued employment through the applicable vesting dates.

Effective November 8, 2023, the vesting schedule

was amended such that 611,509 units were scheduled to vest on January 2, 2025 and 305,754 units were scheduled to vest

on January 2, 2026, subject to his continued employment through the applicable vesting dates.

However, the modification to the vesting

schedule did not result in any incremental fair value (within the meaning of FASB ASC Topic 718), and accordingly, no value was reported

in the Summary Compensation Table due to the change to the vesting schedule.

Effective May 15, 2024, and in connection with Mr.

Schneberger’s

resignation and retirement, the units were forfeited.

On August 31, 2022, Mr.

Kronenfeld was

awarded 750,000 USARE Incentive Units with a distribution threshold of $1.7302 in connection with his commencement of employment with

The award vested in increments of 250,000 incentive units on each of March 22, 2022, 2023 and 2024;

the award is fully vested.

Ridge was awarded 173,587 USARE Incentive

Units on April 25, 2024 with a distribution threshold of $0.29, representing the equity portion of his 2023 annual bonus.

Incentive Units were fully vested on May 31, 2024.

In addition, Mr.

Ridge was awarded 750,000 USARE Incentive Units on April 26,

Such USARE Incentive Units have a distribution threshold equal to $1.7302, and 500,000 of the USARE Incentive Units vested on May 31,

2024 and 250,000 of the USARE Incentive Units will vest on April 24, 2025, subject to his continued employment through the vesting

Kronenfeld was awarded 75,221 USARE Incentive Units on May 13, 2024 with a distribution threshold of $0.29, representing

the equity portion of his 2023 annual bonus.

Such USARE Incentive Units were fully vested on June 15, 2024.

The USARE Incentive Units

granted to Messrs.

Ridge and Kronenfeld are reported in the “ Option Award ” column of the Summary Compensation Table

Other Elements of Compensation

Retirement Plans

Our employees, including our named executive officers,

are eligible to participate in our 401(k) Plan (the “ 401(k) Plan ”).

Our executive officers are eligible to

participate in the 401(k) Plan on the same terms and conditions as other full-time employees, subject to the terms and eligibility

requirements of the plan.

The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed

limits, on a pre-tax basis through contributions to the 401(k) Plan.

Currently, we make safe harbor matching contributions to

the 401(k) Plan equal to 100% of employee contributions not in excess of 1% of their compensation and 50% of employee contributions

not in excess of 6% of their compensation, and these matching contributions are fully vested as of the date on which the contribution

We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) Plan, and making matching

contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including

our named executive officers, in accordance with our compensation policies.

Employee Benefits and Perquisites

All of our full-time employees, including

our named executive officers, are eligible to participate in our health and welfare plans, including:

● medical, dental and vision benefits;

● life insurance;

● short-term and long-term disability insurance.

We believe the health and welfare benefits described

above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

We do not maintain any executive-specific benefits

or perquisites for our named executive officers, other than Mr.

Schneberger’s housing allowance described above in the Summary

Compensation Table.

No Tax Gross-Ups

We do not make gross-up payments to cover

our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided

by our company.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of incentive

units awarded under the USARE OpCo Equity Plan for each named executive officer outstanding as of December 31, 2024, prior to their

conversion into our Common Stock.

Number of Securities Underlying Unexercised Options Exercisable (#)

Number of Securities Underlying Unexercised Options Unexercisable (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Joshua Ballard (2)

Effie Simanikas

08 /31/2022 (3)

04 /25/2024 (4)

04 /26/2024 (5)

David Kronenfeld

08 /31/2022 (6)

05/13/2024 (7)

Amounts reported as “Option Awards” reflect grants of incentive units under the USARE OpCo Equity Plan that were outstanding as of December 31, 2024.

Despite the fact that the incentive units do not require the payment of an exercise price and have no expiration date, they are economically similar to stock options because they obtain value only as the value of the underlying security rises above its grant date value (referred to as the “distribution threshold”).

As such, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature” and reported in this table as option awards.

Incentive units granted prior to February 10, 2024 were intended to constitute profits interests for Federal income tax purposes.

However, in connection with USARE OpCo’s conversion from a partnership to a corporation in 2024, which is discussed above, incentive units ceased to be profits interests for Federal income tax purposes.

Each USARE Incentive Unit that was issued and outstanding immediately prior to the Effective Time, by virtue of the occurrence of the Merger, (x) to the extent the holder of such USARE Incentive Unit was continuously employed by or providing services to USARE OpCo from the August 21, 2024 through the Effective Time, was automatically deemed to be fully vested, (y) regardless of such employment or service status, was automatically deemed exchanged or converted (on a cashless basis) into a fraction of one USARE Class A Unit of USARE in accordance with the terms of such USARE Incentive Unit, the Pre-Closing USARE OpCo OA and the Second Amended and Restated USA Rare Earth, LLC Incentive Plan and each USARE Class A Unit issued or issuable upon such deemed exchange or conversion was treated as being issued and outstanding immediately prior to the Effective Time and converted into a fractional share of Common Stock equal to the Exchange Ratio (0.2043578).

Ballard has not been granted any equity in USARE OpCo

in connection with the commencement of his employment with USARE OpCo.

However, as discussed below, his employment agreement provides

for the grant of restricted stock units and performance stock units of New USARE in connection with the consummation of the Business

This award has not yet been made.

(3) Represents 2,250,000 USARE Incentive Units awarded to Ms.

with a distribution threshold of $1.7302.

The award was scheduled to vest as to 750,000 incentive units on each of January 31, 2023,

2024 and 2025, subject to her continued employment through the applicable vesting date.

However, the award became fully vested in connection

Simanikas’s termination of employment on March 16, 2024.

(4) Represents 173,587 USARE Incentive Units awarded to Mr.

on April 25, 2024 with a distribution threshold of $0.29.

The award became fully vested on May 31, 2024.

(5) Represents 750,000 USARE Incentive Units awarded to Mr.

on April 26, 2024 with a distribution threshold equal to $1.7302.

500,000 of the USARE Incentive Units vested on May 31, 2024,

and 250,000 of the USARE Incentive Units will vest on April 24, 2025, subject to his continued employment through the vesting date.

However, the USARE Incentive Units will become fully vested in connection with the Closing.

(6) Represents 750,000 USARE Incentive Units awarded to Mr.

on August 31, 2022 with a distribution threshold of $1.7302.

The award vested in increments of 250,000 USARE Incentive Units on

each of March 22, 2022, 2023 and 2024 and is now fully vested.

(7) Represents 75,221 USARE Incentive Units awarded to Mr.

on May 13, 2024 with a distribution threshold of $0.29.

The award became fully vested on June 15, 2024.

Executive Compensation Arrangements

USARE OpCo and Tom Schneberger entered into an

executive employment agreement, dated November 4, 2022.

Pursuant to the agreement, Mr.

Schneberger was paid an annual base salary

of $650,000, a sign on bonus of $500,000 and a housing allowance equal to $5,000 per month.

He was eligible for an annual bonus based

on the achievement of USARE OpCo’s and his performance, with performance targets established by the board of managers of USARE OpCo

in consultation with Mr.

His target annual bonus was 100% of base salary, with a maximum annual bonus of 200% of base

The annual bonus was paid on or prior to March 31 of the calendar year following the calendar year in which the performance

was measured, subject to his employment on the payment date.

In addition, Mr.

Schneberger was awarded 2,000,000 USARE Incentive Units and

917,263 USARE Class A Units in connection with his commencement of employment with USARE, as described above.

On termination

of his employment by USARE OpCo without “cause” and subject to his execution of a release of claims, he was entitled to certain

severance payments and benefits, including continued payment of base salary for 12 months, a target bonus equal to 100% of base salary,

continuation of certain employee benefits for 12 months and accelerated vesting of equity incentive grants to the next anniversary

of the effective date of the agreement.

However, effective May 15, 2024, Mr.

Schneberger resigned and retired from USARE OpCo

and entered into a Separation and Release Agreement pursuant to which he was entitled to company-subsidized COBRA coverage until

December 31, 2024 and he waived any other severance entitlements in his employment agreement.

The Separation and Release Agreement

also modified the post-termination restrictive covenants contained in his employment agreement, such that there is no covenant not

to compete, but Mr.

Schneberger is prohibited from diverting USARE OpCo’s business or soliciting its customers for 12 months

following his resignation and retirement.

For purposes of Mr.

Schneberger’s employment

agreement, “cause” generally means conviction of, or plea of nolo contendere to, a felony crime involving deceit, dishonesty

or fraud, fraud on or misappropriation of any funds or property of USARE OpCo or customers or vendors personal dishonesty or breach of

fiduciary duty which involves personal profit and damage to USARE OpCo, willful misconduct in connection with his duties or willful failure

to perform his responsibilities, material and repeat violation of any USARE OpCo rule, regulation, procedure or policy or breach of any

provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement, subject to certain notice

and cure rights.

USARE OpCo and Effie Simanikas entered into an

offer letter, dated January 28, 2022.

Pursuant to the offer letter, Ms.

Simanikas was paid an annual base salary of $400,000.

She was eligible for an annual bonus based on the achievement of certain performance targets, with a minimum annual bonus of 75% of base

salary, a target annual bonus of 100% of base salary and a maximum annual bonus of 200% of base salary.

The performance targets were established

by the board of managers of USARE OpCo in consultation with Ms.

The annual bonus was paid prior to February 28 of the

calendar year following the calendar year in which the performance was measured.

The offer letter provided for accelerated vesting of

50% of the unvested incentive units on certain involuntary terminations of employment and 100% of the unvested incentive units in connection

with a termination by USARE OpCo without “cause” within nine months prior to, or 18 months after, a change in control

or change in the composition of the board of managers of USARE OpCo.

The offer letter was amended, effective August 31, 2022, to

provide for accelerated vesting of her unvested USARE Incentive Units generally if USARE OpCo became a public company.

Simanikas’s unvested USARE Incentive Units became vested in connection with her termination of employment, as described

On termination of her employment by USARE OpCO without “cause”, due to a change in control or a change in the composition

of the board of managers of USARE OpCo or by Ms.

Simanikas for “good reason”, she was entitled to certain severance payments

and benefits, including 12 months of base salary plus two months of base salary for each year of employment up to a maximum

of 24 months (the “ Severance Period ”), a bonus equal to base salary for the number of months in the Severance

Period, a prorated bonus for the year of termination, USARE’s payment of COBRA coverage during the Severance Period, 12 months

of transitional/career counseling services up to a maximum of $50,000 and vesting of any unvested employer contributions to the 401(k) Plan.

However, effective March 16, 2024, Ms.

Simanikas’s employment was terminated and USARE OpCo and Ms.

Simanikas entered into

a Separation and Release Agreement which provided for severance as follows in lieu of the severance provided in her offer letter:

separation payment of $200,000, (ii) a lump sum payment equal to $6,474.29 representing the cost of COBRA coverage through December 31,

2024, (iii) accelerated vesting of 750,000 USARE Incentive Units, (iv) 12 months of transitional/career counseling services

up to a maximum of $50,000, (v) payout of accrued but unused vacation, and (vi) accelerated vesting of any unvested 401(k) Plan

matching contributions since the 401(k) Plan was amended to provide that all participants vest in matching contributions after two years

The Separation and Release Agreement also modified the post-termination restrictive covenants contained in the offer

letter, such that there is no covenant not to compete, but Ms.

Simanikas is prohibited from diverting USARE OpCo business or soliciting

its customers for 12 months following her termination.

For purposes of Ms.

Simanikas’s offer letter,

“cause” generally means wrongful misappropriation of USARE OpCo’s assets, a physical or mental impairment that renders

Simanikas incapable of performing the essential functions of her position with reasonable accommodations for longer than six months

unless due to an on-the-job injury, her conviction of, or pleading guilty or no contest to, a felony, intentionally causing USARE

OpCo to violate a law, willful refusal to comply with a proper policy or directive or decision of USARE OpCo or willful refusal to perform

her duties, subject to certain notice and cure rights.

“Good reason” generally means a material reduction in duties and/or

no longer serving as the Chief Financial Officer or equivalent or USARE OpCo’s failure to cure a breach.

USARE OpCo and Steve Ridge entered into an offer

letter, dated March 17, 2023.

Pursuant to the offer letter, he was paid an annual base salary of $300,000 and he was eligible for

an annual bonus equal to 100% of his base salary, based on the achievement of annual performance goals.

No severance is payable on termination

of employment.

In addition, Mr.

Ridge was awarded 750,000 USARE Incentive Units in connection with his commencement of employment

with USARE OpCo as described above.

In connection with a change in Mr.

Ridge’s role, his offer letter was amended, effective

May 14, 2024, to reduce his base salary to $150,000, to provide eligibility for a bonus of $300,000 for the completion of an economically

and technically feasible flow sheet and a bonus of $300,000 for completion of a funding of the first line of the magnet project via sale,

strategic partnership, customer prepay, or other means, and to remove the covenant not to compete contained in his offer letter.

USARE OpCo and David Kronenfeld entered into an

offer letter, dated March 14, 2021.

Pursuant to the offer letter, Mr.

Kronenfeld is paid an annual base salary and he is eligible

for an annual bonus with a target equal to 50% of his base salary, based on the achievement of performance goals.

In addition, Mr.

was awarded 750,000 USARE Incentive Units in connection with his commencement of employment with USARE, as described above.

letter provided for a potential tax gross-up if there was a delay in the grant of his incentive units and certain other conditions

however, the conditions to receive the gross-up no longer apply and therefore, no gross-up is payable.

is payable on termination of employment, but a 30-day notice period is required to terminate the agreement.

The offer letter contains

a covenant not to compete and a covenant not to solicit employees or contractors, each effective for two years after his termination

of employment.

USARE OpCo and Mr.

Kronenfeld entered into an addendum to his offer letter, dated November 6, 2024.

The addendum,

among other things, provides that he will receive (i) a bonus equal to $100,000 in recognition of his additional duties and responsibilities

following Mr.

Schneberger’s departure, which was paid on December 2, 2024 and (ii) upon successful completion of

the de-SPAC transaction and completion of certain tasks outlined in the addendum, a bonus equal to $100,000 and a grant of restricted

stock units (“ RSUs ”) with a gross value of $200,000.

CEO Employment Agreement

USARE OpCo and Joshua Ballard entered into an

employment agreement, dated December 16, 2024 pursuant to which he was employed as the Chief Executive Officer of USARE OpCo.

Ballard is entitled to certain compensation

and benefits pursuant to the agreement, including (i) an annual base salary of $450,000, (ii) commencing in calendar year 2025,

eligibility for an annual bonus based on the achievement of performance targets established by the USARE OpCo board of managers, with

a target opportunity of 100% of his base salary and a maximum payout of 150% of his base salary and (iii) temporary corporate housing

until USARE’s permanent headquarters is established.

In addition, while the Chief Executive Officer, he will be nominated for the

As soon as reasonably practical following the Closing, USARE will recommend to the Board of New USARE that he be granted

150,000 RSUs that vest in one-third increments on each of the Closing and the second and third anniversaries of the effective date

of the agreement, subject to his continued employment through the vesting dates, and 150,000 performance stock units (“ PSUs ”)

that vest based on the attainment of performance goal and his continued employment through the vesting dates.

The RSUs and PSUs will be

granted under the USARE Incentive Plan and will be subject to the terms of the USARE Incentive Plan and an individual award agreement.

Ballard’s employment is terminated

by USARE without “cause” or by Mr.

Ballard for “good reason” on or before December 31, 2025, then in

addition to certain accrued amounts, he is entitled to the following severance, subject to his execution of a release of claims and continued

compliance with certain restrictive covenants:

continued payment of his base salary for 12 months following termination, payment

of any earned but unpaid annual bonus, reimbursement of the monthly premium for coverage under the Consolidated Omnibus Budget Reconciliation

Act (COBRA) for six months and vesting of any unvested PSUs based on actual achievement of the performance goals through the termination

Any unvested RSUs and PSUs will be forfeited.

Ballard will be eligible for severance under a change of control and severance

plan to be established by New USARE (the “ Severance Plan ”), provided that he will receive the higher of the severance

either under the Severance Plan or his employment agreement, but not both.

The employment agreement contains restrictive covenants, including

a non-solicitation covenants effective for 12 months following termination of employment.

For purposes of Mr.

employment agreement, “cause” generally means, subject to certain notice and cure rights:

(A) conviction of, or plea

of nolo contendere to, a felony crime involving deceit, dishonesty or fraud;

(B) embezzlement, theft, fraud or misappropriation of

any funds or property of New USARE or any subsidiary or any affiliate, customer or vendor of New USARE or any subsidiary;

dishonesty or material breach of fiduciary duty that involves personal profit or damage to New USARE or any affiliate;

(D) misconduct

in connection with his duties or failure to perform his responsibilities as reasonably directed by New USARE (other than as a result of

(E) material and repeat violation of any company rule, regulation, procedure or policy;

(F) refusal to perform

his duties and responsibilities as reasonably directed by our board of directors;

(G) use of alcohol or drugs that substantially

interferes with his ability to perform his duties;

(H) any act or omission intended to harm or damage the business, property, operations,

financial condition or reputation of New USARE or any of its affiliates;

or (I) breach of any provision of any employment, non-disclosure,

non-competition, non-solicitation or other similar agreement.

“Good reason” generally means the occurrence of any of

the following events without his prior written consent and subject to certain notice and cure rights:

(A) material diminution in

his base salary or annual bonus opportunity, other than a reduction of up to 10% in connection with a reduction that applies to all similarly

situated executives;

(B) material diminution in his authorities, duties or responsibilities;

than our board of directors;

(D) material breach by New USARE of the employment agreement;

or (E) failure to issue the RSUs

or PSUs by the 90-day anniversary of the Closing.

New Equity Incentive Plan

Effective as of March 13, 2025, New USARE adopted

the USARE Incentive Plan under which New USARE may grant equity and equity-based incentive awards to officers, employees, non-employee

directors and consultants.

Certain employees, directors, officers, advisors

or consultants of New USARE or its affiliates are eligible to participate in the USARE Incentive Plan.

The USARE Incentive Plan is administered

by the Compensation Committee, subject to the limitations imposed under the USARE Incentive Plan and applicable laws.

The Compensation

Committee generally has the authority to designate participants, determine the type or types of awards to be granted to a participant,

determine the terms and conditions of any agreements evidencing any awards granted under the USARE Incentive Plan, accelerate the vesting

or exercisability of, payment for or lapse of restrictions on, awards and to adopt, alter and repeal rules, guidelines and practices relating

to the USARE Incentive Plan.

The Compensation Committee has full discretion to administer and interpret the USARE Incentive Plan and to

make any other determinations and/or take any other action that it deems necessary or desirable for the administration of the USARE Incentive

Plan, and any such determinations or actions taken by the Compensation Committee are final, conclusive and binding upon all persons and

The Compensation Committee may delegate to one or more officers of New USARE or any affiliate the authority to act on behalf

of the Compensation Committee with respect to any matter, right, obligation or election that is the responsibility of or that is allocated

to the Compensation Committee in the USARE Incentive Plan and that may be so delegated as a matter of law, except for grants of awards

to persons subject to Section 16 of the Exchange Act.

New USARE has reserved a total of 13,000,000 shares

of shares of 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.

Manager and Director Compensation

Individuals who served as managers of USARE OpCo

during fiscal 2024, including those who serve as directors of New USARE, did not receive compensation for their service as managers, other

than former manager Ted Senko.

Senko received a board service retainer of $50,000 in 2024.

Fees Earned or

In connection with the consummation of the Business

Combination, we approved an initial compensation program for our non-employee directors that consists of annual cash retainer fees which

are described below.

Cash Compensation:

● Annual Retainer:

● Annual Committee Chair Retainer:

o Compensation:

o Nominating and Corporate Governance:

● Annual Committee Member (Non-Chair) Retainer:

o Compensation:

o Nominating and Corporate Governance:

We intend to long-term a fulsome director compensation

program that includes both the cash retainer fees described above and long-term equity awards.

Equity Grant Procedures

The Company’s compensation committee will approve equity awards for our named executive officers on or before

the date of grant.

The Company does not permit the timed disclosure of material non-public information for the purpose of affecting the

value of executive compensation.

Security Ownership of Certain Beneficial Owners and Management

and Related Shareholder Matters.

The following table

sets forth beneficial ownership of Common Stock and Series A Preferred Stock as of March 28, 2025 by:

each person who was named as our executive officer or director, and all of our executive officers and directors as a group;

each person who is a beneficial owner of more than 5% of a class of our equity securities.

The information below

is based on an aggregate of 81,952,420 shares of Common Stock, and 5,233,834 shares of Series A Preferred Stock issued and

outstanding as of the consummation of the Business Combination.

Beneficial ownership is determined according to the rules of the

SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting

or investment power over that security, including preferred stock and warrants that are convertible or currently exercisable or

convertible or exercisable within 60 days.

In the table below, shares issuable upon the conversion of shares of Series A Preferred

Stock and the exercise of Series A Preferred Investor Warrants New USARE Warrants that are currently exercisable or exercisable

within 60 days of the Effective Time are considered outstanding and beneficially owned by the person holding such Series A Preferred

Stock, Series A Preferred Investor Warrants and/or New USARE Warrants for the purpose of computing the percentage ownership of that

person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

percentages presented in the table may not sum to 100%.

Directors and Executive Officers of New USARE (1)

Joshua Ballard

Michael Blitzer (2)(7)

Nicholas Shekerdemian

Elliot Richmond

Erica Dorfman

Samuel Sayegh

Peter Ondishin

Mordechai Gutnick (5)

David Kronenfeld

Otto Schwethelm

Michael Senft

Tready Smith (3)

Carolyn Trabuco

Christopher Boling

All officers and directors as a group (10 individuals)

Wealthspring Capital LLC (4)

The HGC Fund LP (5)

otherwise noted, the business address of each of the following is c/o Inflection Point Acquisition

II, 167 Madison Avenue, Suite 205 #1017, New York, NY 10016.

shares will automatically convert into Class A ordinary shares concurrently with or

immediately following the consummation of our initial business combination or earlier at

the option of the holder on a one-for-one basis, subject to adjustment.

(3) Inflection

Point Holdings II LLC, our Sponsor, is the record holder of such shares.

Michael Blitzer

is the sole managing member of Inflection Point Holdings II LLC and holds voting and

investment discretion with respect to the ordinary shares held of record by Infection Point

Holdings II LLC.

Michael Blitzer disclaims any beneficial ownership of the securities

held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest

he may have therein, directly or indirectly.

(4) According

to a Schedule 13G/A filed on February 8, 2024, interests shown are held by (i) Wealthspring

Capital LLC, a Delaware limited liability company (“Wealthspring Capital”), and

(ii) Matthew Simpson, a United States citizen.

Simpson is a manager of Wealthspring Capital.

The principal business address of such persons is 2 Westchester Park Drive, Suite 108, West

Harrison, NY 10604.

(5) According

to a Schedule 13G filed on February 14, 2024, interests shown are held by (i) HGC Investment

Management Inc., a company incorporated under the laws of Canada (“HGC Investment Management”),

and (ii) The HGC Fund LP, an Ontario limited partnership (“HGC Fund”).

HGC Investment

Management serves as the investment manager to HGC Fund.

The principal business address of

such persons is 1073 Yonge Street, 2nd Floor, Toronto, Ontario M4W 2L2, Canada.

Certain Relationships

and Related Transactions, and Director Independence

Founder Shares

On March 8, 2023,

our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 5,750,000 founder

On May 24, 2023, we effected a share capitalization of 575,000 founder shares, resulting in our Sponsor holding 6,250,000 founder

On May 30, 2023, the Sponsor surrendered 75,000 founder shares to the Company for cancellation for no consideration, resulting

in the Sponsor holding 6,250,000 founder shares.

The founder shares

are identical to the Class A ordinary shares, except that:

holders of Class B ordinary shares will be entitled to vote on continuing the Company

in a jurisdiction outside the Cayman Islands (including any special resolution required to

amend the constitutional documents of the Company or to adopt new constitutional documents

of the Company, in each case, as a result of the Company approving a transfer by way of continuation

in a jurisdiction outside the Cayman Islands);

founder shares are subject to certain transfer restrictions, as described in more detail

founder shares are entitled to registration rights;

founder shares are automatically convertible into our Class A ordinary shares concurrently

with or immediately following the consummation of our initial business combination or earlier

at the option of the holder on a one-for-one basis, subject to adjustment pursuant to

certain anti-dilution rights;

Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant

to which they have agreed to (i) waive their redemption rights with respect to their

founder shares and Public Shares in connection with the completion of our initial business

combination or an earlier redemption in connection with the commencement of the procedures

to consummate the initial business combination if we determine it is desirable to facilitate

the completion of the initial business combination;

(ii) waive their redemption rights

with respect to their founder shares and Public Shares in connection with a shareholder vote

to approve an amendment to our amended and restated memorandum and articles of association

(A) to modify the substance or timing of our obligation to allow redemption in connection

with our initial business combination or to redeem 100% of our Public Shares if we have not

consummated an initial business combination within the completion window or (B) with

respect to any other material provisions relating to shareholders’ rights or pre-initial business

combination activity;

(iii) waive their rights to liquidating distributions from the

Trust Account with respect to their founder shares if we fail to complete our initial business

combination within the completion window, although they will be entitled to liquidating distributions

from the Trust Account with respect to any Public Shares they hold if we fail to complete

our initial business combination within the prescribed time frame and to liquidating distributions

from assets outside the Trust Account;

and (iv) vote any founder shares held by them

and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions)

in favor of our initial business combination.

The Company’s

initial shareholders have agreed, pursuant to lock-up provisions in the agreements entered into by our Sponsor and management team, not

to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier

to occur of (i) one year after the completion of the initial business combination or (ii) the date on which the Company completes a liquidation,

merger, share exchange or other similar transaction after the initial business combination that results in all of the Company’s

Five Percent Holders

Inflection Point Holdings II LLC (2)

Trading Metals RE, LLC (4)

The DinSha Dynasty Trust (6)

Inflection Point Fund I, LP (7)

Newtyn Management, LLC (8)

Bowon M&P Co., Ltd.

Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (10)

Less than one percent

Unless otherwise noted, the business address of each person is 100 W Airport Road, Stillwater, Oklahoma 74075, c/o USARE.

Consists of (i) 6,250,000 shares of Common Stock held by the Sponsor, (ii) 6,000,000 shares of Common Stock underlying 6,000,000 New USARE Warrants held by the Sponsor.

Blitzer is the sole managing member of Inflection Point Holdings II LLC and holds voting and investment discretion with respect to the ordinary shares held of record by Infection Point Holdings II LLC.

Blitzer disclaims any beneficial ownership of the securities held by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

11,792,046 shares held of record by Bayshore Rare Earths II, LLC, and Ms.

Smith is the beneficial owner of such shares;

3,652,121 shares held of record by Bayshore Rare Earths, LLC, and Ms.

Smith is the beneficial owner of such shares;

37,669 shares held of record by Tready Smith Revocable Trust and beneficially owned by Ms.

and 60,825 shares held of record by Ms.

Smith’s husband Thayer Smith, with respect to which shares Ms.

Smith shares voting and dispositive control.

The address for Bayshore Rare Earths II, LLC, Bayshore Rare Earths, LLC, and Ms.

Smith is 1700 S.

MacDill Avenue, Suite 340, Tampa, Florida 33629.

The address for U.S.

Trading Metals RE, LLC (“ US Trading Metals ”) is 767 5 th Avenue, 6 th Floor-Water B, New York City, NY 10153.

The Company was informed by US Trading Metals that it is the beneficial owner of the shares held of record by it.

The Company has reason to believe that US Trading Metals may be beneficially owned by Steven Rosenfeld.

Consists of 13,842,710 shares held of record by The Critical Minerals Trust, of which Mordechai Gutnick is the trustee.

Gutnick is the sole beneficial owner of such shares.

The address for Mr.

Gutnick is 100 W Airport Road, Stillwater, Oklahoma 74075, c/o USARE.

The address for The DinSha Dynasty Trust (the “ DinSha Trust ”) is 607 Patten Avenue, Long Branch, NJ 07740.

The Company was informed by the DinSha Trust that (i) it is the beneficial owner of the shares held of record by it, (ii) the grantor of the trust is Stewart Kleiner (but he is not a trustee or beneficiary), (iii) the trust is an irrevocable trust and (iv) the trustees of the trust are Kerry (Gottlieb) Silverstrom, Shana Kleiner and Dina Kleiner.

Each of the trustees may be deemed to beneficially own the shares held by the DinSha Trust.

Consists of (i) 1,504,942 shares of Series A Preferred Stock held by Inflection Point Fund, (ii) 1,504,942 shares of Common Stock issuable upon conversion of 1,504,942 shares of Series A Preferred Stock held by Inflection Point Fund, at the initial conversion price and excluding any accrued and unpaid payment-in-kind dividends and (ii) 1,689,338 shares of Common Stock issuable upon exercise of Series A Preferred Investor Warrants by Inflection Point Fund at Closing.

Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point Fund.

Blitzer controls each of Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC, including the exercise of voting and investment discretion over the securities held or to be held by Inflection Point Fund.

Blitzer disclaims any beneficial ownership of the securities held by the Sponsor, Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

According to a Schedule 13G filed on January 7, 2025, consist of (i) 426,300 shares of Common Stock held by Newtyn TE Partners, LP, a Delaware limited partnership, less 4,477 shares of Common Stock Newtyn TE Partners, LP notified us it sold subsequent to such date (ii) 273,700 shares of Common Stock held by Newtyn Partners, LP, a Delaware limited partnership (collectively, the “ Newtyn Entities ”), less 2,873 shares of Common Stock Newtyn TE Partners, LP notified us it sold subsequent to such date, (iii) 954,048 shares of Series A Preferred Stock held by Newtyn TE Partners, LP, (iv) 954,048 shares of Common Stock issuable upon conversion of 954,048 shares of Series A Preferred Stock held by Newtyn TE Partners, LP, at the initial conversion price and excluding any accrued and unpaid payment-in-kind dividends, (v) 590,734 shares of Series A Preferred Stock held by Newtyn Partners, LP, (vi) 590,734 shares of Common Stock issuable upon conversion of 590,734 shares of Series A Preferred Stock held by Newtyn Partners, LP, at the initial conversion price and excluding any accrued and unpaid payment-in-kind dividends, (vii) 907,549 shares of Common Stock issuable upon exercise of a Series A Preferred Investor Warrant issued to Newtyn TE Partners, LP at Closing and (viii) 563,039 shares of Common Stock issuable upon exercise of a Series A Preferred Investor Warrant issued to Newtyn Partners, LP at Closing.

Newtyn Management, LLC as the investment manager to the Newtyn Entities may be deemed to beneficially own the securities owned by the Newtyn Entities.

The principal business address of Newtyn Management, LLC and the Newtyn Entities is 60 East 42 nd Street, 9 th Floor, New York, NY 10165.

The address for Bowon M&P Co., Ltd.

(“ Bowon ”) is 15F, Kwangil Plaza, 331, Gangnam-daero, Seocho-gu, Seoul Korea 06627.

The Company was informed by Bowon that the beneficial owner of the shares held of record by Bowon is Mr.

Kwangshik Ma.

Consists of (i) 490,196 shares of Series A Preferred Stock, (ii) 490,196 shares of Common Stock issuable upon conversion of 490,196 shares of Series A Preferred Stock at the initial exercise price and excluding any accrued and unpaid payment-in-kind dividends and (iii) 490,196 shares of Common Stock issuable upon exercise of a Series A Preferred Investor Warrant.

Waqas Khatri, as the managing member of Ayrton Capital LLC, the investment manager of Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, may be deemed to share beneficial ownership of the reported securities.

The address for Alto Opportunity Master Fund is c/o Ayrton Capital, 55 Post Road West, 2nd Floor Westport, Connecticut 06880.

Certain Relationships and Related Transactions, and Director

Inflection Point Related Person Transactions

Founder Shares and Private Placement Warrants

In March 2023, Inflection Point Holdings II

LLC, the Sponsor, paid $25,000, or approximately $0.004 per share, to cover certain of Inflection Point’s offering costs in exchange

for 5,750,000 Class B ordinary shares of Inflection Point.

Subsequently on May 24, 2023, Inflection Point effected a share recapitalization

with respect to the Class B ordinary shares, as a result of which the Sponsor then held 6,325,000 Class B ordinary shares.

of the underwriters’ election to partially exercise their over-allotment option on May 30, 2023, 75,000 Class B ordinary

shares were forfeited resulting in the Sponsor holding 6,250,000 Class B ordinary shares.

On November 18, 2024, pursuant to the terms

of Inflection Point’s governing documents, the Sponsor elected to convert 6,200,000 outstanding Class B ordinary shares held by

it on a one-for-one basis into Class A ordinary shares of Inflection Point, resulting in the Sponsor owning an aggregate of 6,250,000

ordinary shares, consisting of 6,200,000 Class A ordinary shares and 50,000 Class B ordinary shares.

On March 12, 2025, the remaining

50,000 Class B ordinary shares converted into Class A ordinary shares, and immediately thereafter all 6,250,000 Class A ordinary shares

converted into 6,250,000 shares of Common Stock upon the Domestication prior to the closing of the Business Combination.

Pursuant to the letter agreements dated May 24,

2023, the Sponsor and Inflection Point’s officers and directors agreed not to transfer, assign or sell any of their Class B ordinary

shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of:

(i) one year after the

completion of the initial business combination, or (ii) the date on which Inflection Point (or its successor) completes a liquidation,

merger, share exchange or other similar transaction after the initial business combination that results in all of Inflection Point’s

shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property;

Any permitted transferees

will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder

shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or

exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)

for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (2) if

the Company consummates a transaction after the initial business combination which results in the Company’s shareholders having

the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

Private Placement

Our Sponsor purchased

an aggregate of 6,000,000 Private Placement Warrants, at a price of $1.00 per warrant, or $6,000,000 in the aggregate, in a private placement

that closed simultaneously with the closing of the IPO.

Each Private Placement Warrant entitles the holder to purchase one Class A ordinary

share at $11.50 per share.

The Private Placement

Warrants are identical to the warrants sold in the IPO except that, so long as they are held by our Sponsor or its permitted transferees,

the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject

to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business

combination and (ii) will be entitled to registration rights.

except to certain

permitted transferees and under certain circumstances (the lock-up).

Notwithstanding the foregoing, if (1) the closing price of Class A

ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial

business combination or (2) if Inflection Point (or its successor) consummates a transaction after the initial business combination

which results in Inflection Point’s shareholders having the right to exchange their shares for cash, securities or other property,

the covered shares will be released from the lock-up.

The Sponsor purchased an aggregate of 6,000,000

private placement warrants, simultaneously with the initial closing of the IPO, at a price of $1.00 per private placement warrant, or

$6,000,000 in the aggregate.

Each private placement warrant was exercisable for one Class A ordinary share of Inflection Point and is

now exercisable for one share of Common Stock, at a price of $11.50 per share (subject to adjustment).

In connection with the Business Combination,

the lock-up provisions of the letter agreement entered into by the Sponsor was superseded by a lock-up agreement, dated as of March

13, 2025, by and between the Company and the Sponsor (the “ Sponsor Lock-Up Agreement ”), pursuant to which the

Sponsor and its permitted assigns will agree not to, without the prior written consent of our board of directors, prior to the date that

is six months after the Closing Date (the “ Initial Common Stock Lock-up Period ”), (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, (a) any shares of Common Stock the Sponsor received upon conversion of its founder shares in connection with the

Domestication (the “ Sponsor Lock-Up Shares ”), (ii) enter into any swap or other transfer arrangement in

respect of the Sponsor Lock-Up Shares or (iii) take any other similar actions (the actions specified in the foregoing clauses

(i) through (iii), collectively, “ Transfer ”).

The Sponsor and its permitted assigns will also agree not to, prior

to the date that is one (1) year after the Closing Date (the “ Second Common Stock Lock-Up Period ”), Transfer

more than 50% of the Sponsor Lock-Up Shares in each case, without the prior written consent of our board of directors.

the Sponsor will agree to not Transfer any warrants of New USARE received upon conversion of private placement warrants in connection

with the Domestication (or the shares of Common Stock issuable upon exercise of such warrants of Inflection Point, prior to the date

that is 30 days after the Closing Date.

The Sponsor Lock-Up Agreement provides 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, and the exercise of certain stock options and warrants.

Related Party Loans

On March 7, 2023, the Sponsor agreed to loan

Inflection Point up to $300,000 to be used for a portion of the expenses of the IPO.

The loan is non-interest bearing, unsecured

and was due at the earlier of December 31, 2023 or the closing of the IPO.

The outstanding balance of $179,665 was repaid at

the closing of the IPO on May 30, 2023.

On August 13, 2024, to document existing

and future Working Capital Loans, Inflection Point issued the Convertible Promissory Note to Michael Blitzer, Inflection Point’s

Chairman and Chief Executive Officer, pursuant to which Inflection Point may borrow up to $2,500,000 from Mr.

Blitzer, related to

ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination.

As of the date of

this Annual Report, No amounts were outstanding under the Convertible Promissory Note and the Convertible Promissory Note has been terminated.

Arrangements for Forgiveness of Convertible

Promissory Note

On August 21, 2024, pursuant to the securities

purchase agreement, dated August 21, 2024, by and between USARE OpCO and Mr.

Blitzer, USARE OpCo issued 122,549 USARE Class A-2 Convertible

Preferred Units of USARE OpCo (excluding accrued and unpaid payment-in-kind interest) and a warrant to purchase up to 31,250 USARE

Class A Units in exchange for Mr.

Blitzer’s forgiveness of the remaining 50% of the then-outstanding balance of the Convertible

Promissory Note at Closing.

Such 122,549 USARE Class A-2 Convertible Preferred Units (including accrued and unpaid payment-in-kind interest)

and warrant to purchase up to 31,250 USARE Class A Units converted into 131,048 shares of Series A Preferred Stock (the “ Blitzer

Conversion Preferred Shares ”) and a Series A Preferred Investor Warrant to purchase 31,250 shares of Common Stock upon the closing

of the Business Combination.

On August 21, 2024, pursuant to the securities

purchase agreement, dated August 21, 2024 (the “ Blitzer Series A SPA ”), by and among Inflection Point, USARE OpCo and

Blitzer, Inflection Point agreed to issue at Closing, 104,167 shares of Series A Preferred Stock ($1,250,000 in Stated Value)

Blitzer in exchange for his forgiveness of 50% of the then-outstanding balance of the Convertible Promissory Note at

On January 22, 2025, Inflection Point, Mr.

Blitzer and USARE amended the Blitzer Series A SPA to provide that Inflection

Point will issue to Mr.

Blitzer, at Closing, a number of shares of Series A Preferred Stock equal to the number of Blitzer Conversion

Preferred Shares (rather than a fixed 104,167 shares) in exchange for his forgiveness of 50% of the then-outstanding balance

of the Convertible Promissory Note.

The number of shares of Series A Preferred Stock issued at the Closing of the Business Combination

pursuant to the Blitzer Series A SPA was 131,048

Services and Indemnification Agreement

On May 24, 2023, Inflection Point

entered into a Services and Indemnification Agreement with the Sponsor, TVC, Peter Ondishin and Kevin Shannon, pursuant to which it

pays TVC a total of $27,083.33 per month for the services of Peter Ondishin as chief financial officer of the Company and Kevin

Shannon as chief of staff for the Company.

On March 28, 2024, Inflection Point entered into the Amendment to the Services and

Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of January 1, 2024, was reduced from

$27,083 to (i) $17,708 for the period from January 1, 2024 to January 31, 2024 and (ii) $24,091 for the period

starting February 1, 2024.

On August 9, 2024, Inflection Point entered into the Amendment to the Services and

Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of April 1, 2024, was reduced from

$24,091 to $18,882 for the period starting April 1, 2024.

On August 9, 2024, the Company entered into the Amendment to the

Services and Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of April 1, 2024, was reduced

from $24,091 to $18,882 for the period starting April 1, 2024.

The Monthly Fee was further reduced from $18,882 to $14,746 for the

period starting September 1, 2024.

On November 8, 2024, the Company entered into the Third Amendment to the Services and

Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of November 1, 2024, was reduced from $14,746

to $7,373 for the period starting October 1, 2024.

Upon completion of the Business Combination or its liquidation, the Company

ceased paying the Monthly Fee.

For the year ended December 31, 2024 and for the period from March 6, 2023 (inception) through

December 31, 2023, the Company incurred $204,541 and $196,806 for these services, respectively.

Inflection Point Fund agreed to purchase 759,804 shares

of Series A Preferred Stock and Series A Preferred Investor Warrants to purchase 759,804 shares of Common Stock at an initial exercise

price of $12.00, subject to adjustment, for an aggregate purchase price of $9,117,648, in the Series A Preferred Stock Investment.

on February 3, 2025, Inflection Point Fund pre-funded the Series A Preferred Stock Investment by purchasing an aggregate of

833,333 additional USARE Class A-2 Convertible Preferred Units and a USARE Class A Preferred Investor Warrant exercisable for an

aggregate of 833,333 USARE Class A Units.

Pursuant to the Series A SPA Termination Agreement, upon the pre-funding of the Series

A Preferred Stock Investment, the Series A SPA was terminated.

On March 11, 2025, Inflection Point entered

into that certain securities purchase agreement with Inflection Point Fund, an affiliate of Michael Blitzer and the Sponsor,

pursuant to which, at the Closing, Inflection Point Fund purchased 294,118 shares of Series A Preferred Stock and a Series A

Preferred Investor Warrant initially exercisable for 294,118 shares for an aggregate purchase price of $3,000,000.

Inflection Point’s Policy for Approval

of Related Party Transactions

The audit committee of the Inflection Point’s

board of directors had adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related

party transactions”.

Under such policy, a “related party transaction” was any consummated or proposed transaction or

series of transactions:

(i) in which Inflection Point was or was to be a participant;

(ii) the amount of which exceeds (or is

reasonably expected to exceed) the lesser of $120,000 or 1% of the average of Inflection Point’s total assets at year-end for

the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss);

(iii) in which a “related party” had, has or will have a direct or indirect material interest.

“Related parties”

under this policy include:

(i) Inflection Point’s directors, nominees for director or executive officers or any person who

has served in any of such roles since the beginning of the most recent fiscal year;

(ii) any record or beneficial owner of more than

5% of any class of Inflection Point’s voting securities;

(iii) any immediate family member of any of the foregoing if the foregoing

person is a natural person;

and (iv) any other person who may be a “related person” pursuant to Item 404 of Regulation S-K under

the Exchange Act.

Pursuant to the policy, the audit committee was to consider (i) the relevant facts and circumstances of each

related party transaction, including if the transaction was on terms comparable to those that could be obtained in arm’s-length dealings

with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction

contravened Inflection Point’s code of ethics or other policies, (iv) whether the audit committee believed the relationship

underlying the transaction to be in the best interests of Inflection Point and its shareholders, and (v) the effect that the transaction

might have on a director’s status as an independent member of the Inflection Point Board and on his or her eligibility to serve

on Inflection Point board’s committees.

Each director, director nominee and executive officer of Inflection Point, as applicable,

was required to present to the audit committee each proposed related party transaction, including all relevant facts and circumstances

relating thereto.

Under the policy, Inflection Point was permitted to consummate related party transactions only if its audit committee

approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

The policy did not permit any director

or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the

related party.

On March 7, 2023,

we issued a promissory note to the Sponsor, pursuant to which we could borrow up to an aggregate principal amount of $300,000 (the “Promissory

The Promissory Note was non-interest bearing and payable upon the earlier of (i) December 31, 2023 or (ii) the completion

The Promissory Note was pain in full on May 30, 2023 and borrowings under the Promissory Note are not longer available.

In addition, in

order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor

or certain of our officers and directors may, but are not obligated to (except in the case of the committed Sponsor loans), loan us funds

as may be required.

If we complete our initial business combination, we would repay such loaned amounts.

In the event that our initial

business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned

amounts but no proceeds from our Trust Account would be used to repay such loaned amounts.

Up to $1,500,000 of such loans (which amount

includes the committed Sponsor loans) may be convertible into Private Placement Warrants of the post business combination entity at a

price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than the Sponsor or an

affiliate of the Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all

rights to seek access to funds in our Trust Account

and Indemnification Agreement

Commencing on May 24, 2023, the Company entered

into an agreement pursuant to which it will pay an aggregate of $27,083 per month (the “ Monthly Fee ”) to The Venture

Collective LLC (“ TVC ”), an affiliate of one of the Company’s directors, Nicholas Shekerdemian, for the services

of Peter Ondishin, Chief Financial Officer, and Kevin Shannon, Chief of Staff (the “ Services and Indemnification Agreement ”).

On March 28, 2024, we entered into the Amendment to the Services and Indemnification Agreement (the “ Amendment to the Services

and Indemnification Agreement ”) pursuant to which, the Monthly Fee paid to TVC, effective as of January 1, 2024, was reduced

from $27,083 to (i) $17,708 for the period from January 1, 2024 to January 31, 2024 and (ii) $24,091 for the period starting February

Upon completion of a business combination or its liquidation, we will cease paying the Monthly Fee.

In addition, the Company

has agreed that it will indemnify the Sponsor and TVC from any claims arising out of or relating to the IPO or the Company’s operations

or conduct of the Company’s business or any claim against the Sponsor and/or TVC alleging any expressed or implied management or

endorsement by the Sponsor and/or TVC of any of the Company’s activities or any express or implied association between the Sponsor

and/or TVC, on the one hand, and the Company or any of its other affiliates, on the other hand, which agreement provides that the indemnified

parties cannot access the funds held in the Trust Account.

The Services and Indemnification Agreement also provides that Peter Ondishin

and Kevin Shannon cannot access the funds held in the Trust Account.

Principal Accountant

Fees and Services.

The firm of UHY

LLP acts as our independent registered public accounting firm.

Seventh A&R Company Operating Agreement

In connection with the Business Combination, USARE

OpCo amended and restated its operating agreement by adopting the A&R Operating Agreement.

The A&R Operating Agreement, among

other things, permits the issuance and ownership of the units of USARE OpCo as contemplated to be issued and owned upon consummation of

the Business Combination and admits New USARE as the manager of USARE OpCo.

A&R Registration Rights Agreement

Prior to the Closing of the Business Combination,

the holders of the founder shares, private placement warrants and the Class A ordinary shares underlying such private placement warrants

had registration rights to require Inflection Point to register a sale of any of Inflection Point’s securities held by them at the

time of the IPO and any other securities of Inflection Point acquired by them prior to the consummation of Inflection Point’s initial

business combination pursuant to a registration rights agreement signed on May 24, 2023.

The holders of these securities were entitled

to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders had certain

“piggy-back” registration rights with respect to registration statements filed subsequent to the completion of Inflection

Point’s initial business combination.

The Company was required to bear the expenses incurred in connection with the filing of any

such registration statements.

At the Closing, we, the Sponsor, Michael Blitzer,

Inflection Point Fund, certain former USARE OpCo members and other parties thereto entered into an amended and restated registration rights

agreement, pursuant to which, among other things, the “Holders” party thereto were granted certain customary registration

rights, on the terms and subject to the conditions therein, with respect to our securities that they hold following the Business Combination.

USARE Related Person Transactions

Arrangement with an Immediate Family Member

of a member of the Board of Managers

Thayer Smith, the spouse, of Tready Smith and

former President of USARE OpCo, entered into an agreement between USARE OpCo, Mr.

Smith and Bayshore Capital Holdings Group, LLC,

Smith and Ms.

Smith are beneficial owners, dated December 1, 2022, regarding his transition from President of USARE

Pursuant to the agreement, Bayshore Capital Holdings Group, LLC is entitled to a payment equal to $766,665 on the closing of

certain subsequent financings.

USARE OpCo determined that this payment was payable to Bayshore Capital Holdings Group, LLC (and thereby

Smith and Ms.

Smith) in connection with the Closing.

Other Transactions

In September and October of 2023, Bayshore Rare

Earths II, LLC, an entity beneficially owned by Tready Smith, purchased 2,889,839 USARE Class C-1 Convertible Preferred Units for

an aggregate of $5.0 million and The Critical Mineral Trust, an entity beneficially owned by Mordechai Gutnick, purchased 2,889,839

USARE Class C-1 Convertible Preferred Units for an aggregate of $5.0 million, in each case at a price per unit of $1.7302.

Mordechai Gutnick is a founder of USARE OpCo.

In connection with the formation of USARE OpCo in May 2019, Morzev Pty Ltd, an Australian corporation (“ Morzev ”, an

entity beneficially owned by Mr.

Gutnick) assigned to USARE its interest in an option agreement (the “ Option ”)

with TMRC whereby Morzev had a right to earn a 70% interest in the Round Top mining project, with a potential increase to 80%, subject

to the terms of the Option.

In exchange for the Option, Morzev received Class A Units in USARE OpCo.

USARE OpCo estimates that the value

of the Option and the Class A Units were approximately $45 million at the time in 2019.

USARE has determined the value of approximately

$45 million for the Option and Class A Units of USARE by reference to the post-money valuation of USARE OpCo implied by the

price of USARE OpCo’s prior Class B Units which were purchased in 2019 for approximately $4.9 million at an implied post-money valuation

of USARE OpCo of $50 million.

That pre-money $45 million valuation was determined at the time of the investment of the

Class B Units by the management of USARE OpCo and the investors in the Class B Units.

The Option was acquired by Morzev in 2018, subject

to payment by Morzev for certain technical due diligence, for phased earn-in expenditures of up to $10 million.

Additionally,

Gutnick received, directly or indirectly, an aggregate of approximately $510,000 in consulting or service fees from USARE OpCo

between 2019 and 2021, the value of which was determined by the then-executive officers of USAR OpCo.

Consulting payments from USARE

Gutnick ceased in 2021.

Statement of Policy Regarding Transactions

with Related Persons

Upon the Closing of the Business Combination,

we adopted a new formal written policy providing that related parties, defined to be New USARE’s officers, directors, nominees for

election as directors, beneficial owners of more than 5% of any class of our capital stock, any member of the immediate family of any

of the foregoing persons and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner

or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, are not permitted to

enter into a related party transaction with us without the approval of our audit committee, subject to certain exceptions and customary

standing pre-approvals.

For purposes of the policy, a related party transaction includes any transaction, arrangement, relationship or

series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (i) the

aggregate amount involved will or may be expected to exceed $120,000, (ii) the Company or any of its subsidiaries is a participant (whether

or not a party);

and ay related person has or will have a direct or indirect material interest (other than solely as a result of being

a director or a less than 10% beneficial owner of another entity).

Pursuant to the policy, the audit committee will take into account,

among other factors it deems appropriate, (1) whether the transaction is on terms no less favorable than terms generally available to

an unaffiliated third-party under the same or similar circumstances, (2) the extent of the related person’s interest in the transaction

and (3) whether the related party transaction is material to the Company and its subsidiaries.

If a related person transaction will be

ongoing, the committee may establish guidelines for our management to follow in its ongoing dealings with the related person.

under our Code of Conduct, our officers and directors have an affirmative responsibility to disclose any transaction or relationship that

reasonably could be expected to give rise to a conflict of interest.

Indemnification of Directors and Officers

Our bylaws provide that we are required to indemnify

our directors and officers to the fullest extent permitted by the DGCL.

In addition, our certificate of incorporation will provides that

our directors and officers will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the

Principal Accountant Fees and Services.

The firm of UHY LLP acts as our independent registered

public accounting firm.

The following is a summary of fees paid to UHY LLP for services rendered.

During the period from March 6, 2023 (inception) through December 31, 2023, fees for services performed in connection with

our IPO, review of the financial information included in our Quarterly Reports on Form 10-Q for the respective periods were

approximately $135,000.

Audit-Related

During the period from March 6, 2023 (inception) through December 31, 2023, UHY LLP fees for assurance and related

services fees to the performance of the audit or review of financial statements amounts to $59,788.

During the period from March 6, 2023 (inception) through December 31, 2023, UHY LLP did not render services to us for tax compliance,

tax advice or tax planning.

During the year ended December

31, 2024 and for the period from March 6, 2023 (inception) through December 31, 2023, fees for services performed in connection with our

IPO, review of the financial information included in our Quarterly Reports on Form 10-Q for the respective periods were approximately

$112,750 and $135,000, respectively.

Audit-Related Fees.

During the year ended

December 31, 2024 and for the period from March 6, 2023 (inception) through December 31, 2023, UHY LLP fees for assurance and related

services fees to the performance of the audit or review of financial statements amounts to $11,046 and $59,788, respectively.

During the year ended December

31, 2024 and from the period from March 6, 2023 (inception) through December 31, 2023, UHY LLP fees for services for tax compliance, tax

advice or tax planning were $14,404 and $0, respectively.

All Other Fees .

During the period from March 6, 2023 (inception) through December 31, 2023, there were no fees billed for products and services provided

by UHY LLP other than those set forth above.

Our audit committee

was formed upon the consummation of our IPO.

As a result, the audit committee did not pre-approve all of the foregoing services, although

any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our

audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit

services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit

services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial

Statement Schedules.

following documents are filed as part of this Form 10-K:

(1) Financial

Report of Independent

Registered Public Accounting Firm (PCAOB ID:

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Deficit

Statement of Cash Flows

Notes to Financial Statements

(2) Financial

Statement Schedules:

schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are

not required or are not applicable.

exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K.

During the year ended December

31, 2024 and from the period from March 6, 2023 (inception) through December 31, 2024, there were no fees billed for products and services

provided by UHY LLP other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to

the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward

basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our

auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange

Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Form 10-K:

Financial Statements:

The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this Annual Report.

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets F-2

Statements of Operations F-3

Statements of Changes in Shareholders’ Deficit F-4

Statements of Cash Flows F-5

Notes to Financial Statements F-6 to F-28

Financial Statement Schedules:

All schedules are omitted for the reason that

the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.

The exhibits listed in the Exhibit Index below

are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Exhibit Index

Exhibit Number

Underwriting Agreement, dated May 24, 2023, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No.

001-41711), filed with the Securities and Exchange Commission on May 30, 2023).

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-41711), filed with the Securities and Exchange Commission on May 30, 2023).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

1 to the Registration Statement on Form S-1 (File.

333-271128), filed with the SEC on May 8, 2023).

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to Amendment No.

1 to the Registration Statement on Form S-1 (File.

333-271128), filed with the SEC on May 8, 2023).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No.

1 to the Registration Statement on Form S-1 (File.

333-271128), filed with the SEC on May 8, 2023).

Warrant Agreement, dated May 24, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-41711), filed with the Securities and Exchange Commission on May 30, 2023).

Description of Registrant’s Securities.

Letter Agreement, dated May 24, 2023, by and among the Company, its executive officers, its directors and Inflection Point Holdings II LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-41711), filed with the Securities and Exchange Commission on May 30, 2023).

Investment Management Trust Agreement, dated May 24, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-41711), filed with the Securities and Exchange Commission on May 30, 2023).

Registration Rights Agreement, dated May 24, 2023, by and among the Company, Inflection Point Holdings II LLC and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

001-41711), filed with the Securities and Exchange Commission on May 30, 2023).

Private Placement Warrants Purchase Agreement, dated May 24, 2023, by and between the Company and Inflection Point Holdings II LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

001-41711), filed with the Securities and Exchange Commission on May 30, 2023).

Private Placement Warrants Purchase Agreement, dated May 24, 2023, by and between the Company and Cantor, Fitzgerald & Co.

(incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No.

001-41711), filed with the Securities and Exchange Commission on May 30, 2023).

Services and Indemnification Agreement, dated May 24, 2023, by and between the Company, Inflection Point Holdings II LLC, The Venture Collective LLC, Peter Ondishin and Kevin Shannon (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No.

001-41711), filed with the Securities and Exchange Commission on May 30, 2023).

Amendment to the Services and Indemnification Agreement, dated May 24, 2023, by and among the Company, Inflection Point Holdings II LLC, The Venture Collective LLC, Peter Ondishin and Kevin Shannon.

Promissory Note issued to Inflection Point Holdings II LLC (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (File.

333-271128), filed with the SEC on April 4, 2023).

Securities Subscription Agreement between the Company and Inflection Point Holdings II LLC (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 (File.

Business Combination Agreement, dated as of August 21, 2024, by and among Inflection Point Acquisition Corp.

II, LLC, IPXX Merger Sub, LLC and USA Rare Earth, LLC (incorporated herein by reference to Exhibit 2.1 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Amendment No.

1 to Business Combination Agreement, dated as of November 11, 2024, by and among Inflection Point Acquisition Corp.

II, LLC, IPXX Merger Sub, LLC and USA Rare Earth, LLC (incorporated herein by reference to Exhibit 2.2 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Amendment No.

2 to Business Combination Agreement, dated as of January 30, 2025, by and among Inflection Point Acquisition Corp.

II, LLC, IPXX Merger Sub, LLC and USA Rare Earth, LLC (incorporated herein by reference to Exhibit 2.4 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Certificate of Merger of IPXX Merger Sub, LLC with and into USA Rare Earth, Inc.

(incorporated herein by reference to Exhibit 2.4 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Plan of Domestication (incorporated herein by reference to Exhibit 2.5 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Contribution Agreement by and between USA Rare Earth, LLC, Texas Mineral Resources Corp.

and Round Top Mountain Development, LLC dated May 17, 2021 (incorporated herein by reference to Exhibit 2.6 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025) .

Certificate of Corporate Domestication of USA Rare Earth, Inc (incorporated herein by reference to Exhibit 3.1 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Certificate of Incorporation of USA Rare Earth, Inc.

(incorporated herein by reference to Exhibit 3.2 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Bylaws of USA Rare Earth, Inc.

(incorporated herein by reference to Exhibit 3.3 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

USA Rare Earth, Inc.

Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.4 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Specimen Common Stock Certificate of USA Rare Earth, Inc.

(incorporated herein by reference to Exhibit 4.5 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Specimen Warrant Certificate of USA Rare Earth, Inc.(incorporated herein by reference to Exhibit 4.2 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Warrant Agreement, dated May 24, 2024, by and between Inflection Point Acquisition Corp.

II and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 filed with Inflection Point Acquisition Corp.

II’s Form 8-K (Reg.

001-41711) filed by Inflection Point Acquisition Corp.

II on May 30, 2023).

Form of Warrant issued to each Series A Investor (incorporated herein by reference to Exhibit 4.4 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Form of Warrant issued to PIPE Investors (incorporated herein by reference to Exhibit 4.5 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Descriptions of Registrant’s Securities.

Amended and Restated Registration Rights Agreement, dated as of March 13, 2025, by and among USA Rare Earth, Inc., Inflection Point Holdings II LLC and certain other holders of USA Rare Earth, Inc.

Sponsor Support Agreement, by and among Inflection Point Acquisition Corp.

II, Inflection Point Holdings II LLC, and the other parties thereto (incorporated herein by reference to Exhibit 10.2 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Sponsor Lock-Up Agreement, dated as of March 13, 2025, by and between USA Rare Earth, Inc.

and Inflection Point Holdings II LLC (incorporated herein by reference to Exhibit 10.3 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Form of Members Support Agreement, dated August 21, 2024, by and among Inflection Point Holdings II LLC, certain members party thereto and USA Rare Earth, LLC (incorporated herein by reference to Exhibit 10.4 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Form of Securities Purchase Agreement, by and among, Inflection Point Acquisition Corp.

II, USA Rare Earth, LLC and the purchasers party thereto (incorporated herein by reference to Exhibit 10.5 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Fee Reduction Agreement, dated as of August 20, 2024, by and among Inflection Point Acquisition Corp.

II, Cantor Fitzgerald & Co.

and USA Rare Earth, LLC (incorporated herein by reference to Exhibit 10.4 filed with Inflection Point Acquisition Corp.

II’s Form 8-K (Reg.

001-41711) filed by Inflection Point Acquisition Corp.

II on August 22, 2024).

Metal Sales and Tolling Framework Agreement, dated as of March 18, 2024, by and between Australian Strategic Materials Limited and USA Rare Earth, LLC (incorporated herein by reference to Exhibit 10.7 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Amendment No.

1 to Sponsor Support Agreement, dated as of January 31, 2025, by and among Inflection Point Acquisition Corp.

II, Inflection Point Holdings II LLC, and the other parties thereto (incorporated herein by reference to Exhibit 10.8 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Series A SPA Termination Agreement, dated as of January 31, 2025, by and among Inflection Point Acquisition Corp.

II, USA Rare Earth, LLC and Inflection Point Fund I, LP (incorporated herein by reference to Exhibit 10.9 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

USA Rare Earth, LLC Second Amended and Restated Equity Incentive Plan effective August 26, 2022 (incorporated herein by reference to Exhibit 10.10 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

First Amendment to The Second Amended and Restated Equity Incentive Plan of USA Rare Earth, LLC dated November 2, 2022 (incorporated herein by reference to Exhibit 10.11 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Second Amendment to The Second Amended and Restated Equity Incentive Plan of USA Rare Earth, LLC dated February 10, 2024 (incorporated herein by reference to Exhibit 10.12 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Offer of Employment by and between David Kronenfeld and USA Rare Earth, LLC dated March 14, 2021 (incorporated herein by reference to Exhibit 10.13 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Addendum to the David Kronenfeld Offer of Employment dated November 6, 2024 (incorporated herein by reference to Exhibit 10.14 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Offer of Employment by and between Steve Ridge and USA Rare Earth, LLC dated March 17, 2023 (incorporated herein by reference to Exhibit 10.15 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Addendum to the Steve Ridge Offer of Employment dated May 14, 2024 (incorporated herein by reference to Exhibit 10.16 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Letter Agreement by and among Bayshore Capital Holdings Group, LLC, Thayer Smith and USA Rare Earth, LLC dated December 1, 2022 (incorporated herein by reference to Exhibit 10.17 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Separation and Release Agreement by and between USA Rare Earth, LLC and Thomas J.

Schneberger, Jr.

dated April 30, 2024 (incorporated herein by reference to Exhibit 10.18 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Employment Agreement by and between USA Rare Earth, LLC and Joshua Ballard dated December 16, 2024 (incorporated herein by reference to Exhibit 10.19 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Employment Agreement by and between USA Rare Earth, LLC and Chris Boling dated October 24, 2024 (incorporated herein by reference to Exhibit 10.20 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Separation and Release Agreement by and between USA Rare Earth, LLC and Effie Simanikas dated March 30, 2024 (incorporated herein by reference to Exhibit 10.21 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Form of Subscription Agreement, dated September 1, 2023 by and between USA Rare Earth, LLC and the individuals party thereto (incorporated herein by reference to Exhibit 10.22 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Form of Subscription Agreement, dated October 31, 2023 by and between USA Rare Earth, LLC and the individuals party thereto (incorporated herein by reference to Exhibit 10.23 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Form of Incentive Unit Award Agreement of USA Rare Earth, LLC (incorporated herein by reference to Exhibit 10.24 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Surface Lease SL 20040002 between the State of Texas and Sentinel Mountain Associates, L.P.

dated November 19, 2003, as assigned via the Assignment and Assumption Agreement of Surface Lease 20040002 by and among Sentinel Mountain Associates, L.P., Southwest Range Wildlife Foundation and the State of Texas dated December 27, 2005, the Assignment and Assumption Agreement of Surface Lease 20040002 by and among Southwest Range Wildlife Foundation, Texas Rare Earth Resources Corp.

and the State of Texas, dated March 6, 2013 and the Memorandum of Assignment and Assumption Agreement (Surface Lease) by and between Texas Mineral Resources Corp.

and Round Top Mountain Development, LLC dated May 17, 2021 (incorporated herein by reference to Exhibit 10.25 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Ground Water Lease SL20150003 between the State of Texas and Texas Rare Earth Resources Corp.

dated August 1, 2014 as assigned by the Memorandum of Assignment and Assumption Agreement (Ground Water Lease) by and between Texas Mineral Resources Corp.

and Round Top Mountain Development, LLC dated May 17, 2021 (incorporated herein by reference to Exhibit 10.26 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Mining Lease Agreement M-113117 (860 acres), dated September 2, 2011 between the State of Texas and Texas Rare Earth Resources Corp, as amended by the First Amendment to Mining Lease No.

M-113117 dated January 26, 2012, Second Amendment to Mining Lease No.

M-113117 dated March 29, 2012 and Third Amendment to Mining Lease no.

M-1131117 dated October 3, 2022 (incorporated herein by reference to Exhibit 10.27 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Mining Lease Agreement M-113629 (90 acres), dated November 1, 2011, between the State of Texas and Texas Rare Earth Resources Corp.

(incorporated herein by reference to Exhibit 10.28 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Memorandum of Assignment and Assumption Agreement (Mining Leases) by and between Texas Mineral Resources Corp.

and Round Top Mountain Development, LLC dated May 17, 2021 (incorporated herein by reference to Exhibit 10.29 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Amendment No.

1 to Securities Purchase Agreement, dated as of January 22, 2025, by and among IPXX, USARE OpCo and Michael Blitzer (incorporated herein by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (File No.

001-41711) filed by the registrant on January 28, 2025).

Form of Forward Purchase Agreement (incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (File No.

001-41711) filed by the registrant on March 11, 2025).

Assignment and Assumption of Employment Agreement, dated as of March 12, 2025, by and between USA Rare Earth, Inc.

(f/k/a Inflection Point Acquisition Corp.

II), USA Rare Earth, LLC and Joshua Ballard (incorporated herein by reference to Exhibit 10.32 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Assignment and Assumption of Employment Agreement, dated as of March 12, 2025, by and between USA Rare Earth, Inc.

(f/k/a Inflection Point Acquisition Corp.

II), USA Rare Earth, LLC and William Robert Steele Jr.

(incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (File No.

001-41711) filed by the registrant on March 17, 2025).

Employment Agreement, effective as of March 24, 2025, between USA Rare Earth, Inc.

and William Robert Steele Jr.

(incorporated by reference to Exhibit 10.2 filed with the Current Report on Form 8-K (File No.

001-41711) filed by the registrant on March 17, 2025).

USA Rare Earth, Inc.

2024 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.35 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Form of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.36 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Termination Agreement, dated as of March 13, 2025, between USA Rare Earth, Inc.

(f/k/a Inflection Point Acquisition Corp.

II) and Michael Blitzer (incorporated herein by reference to Exhibit 10.37 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Seventh Amended and Restated Operating Agreement of USA Rare Earth, LLC.

Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.39 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.40 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Services and Indemnification Agreement, dated May 24, 2023, by and among Inflection Point, Inflection Point Holdings II LLC, The Venture Collective LLC, Peter Ondishin and Kevin Shannon (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on May 30, 2023).

Amendment to Services and Indemnification Agreement, dated March 28, 2024, by and among Inflection Point, Inflection Point Holdings II LLC, The Venture Collective LLC, Peter Ondishin and Kevin Shannon (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K (File No.

001-41711), filed with the SEC on April 2, 2024).

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to Amendment No.

1 to the Registration Statement on Form S-1 (File.

333-271128), filed with the SEC on May 8, 2023).

Code of Ethics (incorporated by reference to Exhibit 14.1 to Amendment No.

1 to the Registration Statement on Form S-1 (File.

333-271128), filed with the SEC on May 8, 2023).

Power of Attorney (included in the signature page of this Annual Report)

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Second Amendment to Services and Indemnification Agreement, dated August 13, 2024, by and among the Company, Inflection Point Holdings II LLC, The Venture Collective LLC, Peter Ondishin and Kevin Shannon (incorporated herein by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on August 14, 2024).

Third Amendment to Services and Indemnification Agreement, dated November 8, 2024, by and among the Company, Inflection Point Holdings II LLC, The Venture Collective LLC, Peter Ondishin and Kevin Shannon (incorporated herein by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on November 1 4 , 2024).

Fee Reduction Agreement, dated as of August 20, 2024, by and among Inflection Point Acquisition Corp.

II, Cantor Fitzgerald & Co.

and USA Rare Earth, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No.

001-41711), filed with the SEC on August 22, 2024).

Convertible Promissory Note, dated as of August 13, 2024, issued to Michael Blitzer (incorporated herein by reference to Exhibit 10.2 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on August 14, 2024).

Non-Redemption Agreement, dated as of November 12, 2024, by and among Inflection Point Acquisition Corp.

II and Newtyn Partners, LP and Newtyn TE Partners, LP (incorporated herein by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on November 13, 2024).

Non-Redemption Agreement, dated as of November 14, 2024, by and among Inflection Point Acquisition Corp.

II and Harraden Circle Investors LP and Harraden Circle Special Opportunities LP (incorporated herein by reference to Exhibit 10.2 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on November 14, 2024).

Non-Redemption Agreement, dated as of November 14, 2024, by and among Inflection Point Acquisition Corp.

II and L1 Capital Global Opportunities Master Fund (incorporated herein by reference to Exhibit 10.3 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on November 14, 2024).

Termination Agreement, dated January 31, 2025, by and among Inflection Point Acquisition Corp.

II, USA Rare Earth, LLC and Inflection Point Fund I, LP (incorporated herein by reference to Exhibit 10.2 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on February 5, 2025).

Letter Regarding Change in Accountants (incorporated herein by reference to Exhibit 16.1 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

USA Rare Earth, Inc.

Insider Trading Policy

List of Subsidiaries of USA Rare Earth, Inc.(incorporated herein by reference to Exhibit 21.1 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1.

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Pursuant to the

requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

April 2, 2024

Inflection Point Acquisition Corp.

/s/ Michael Blitzer

Michael Blitzer

Chairman and Chief Executive Officer

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

Filed herewith.

Furnished herewith.

The annexes schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

The Registrant has redacted provisions or terms of this exhibit pursuant to Regulation S-K Item 601(b)(10)(iv).

While portions of the exhibit have been redacted, this exhibit includes a prominent statement on the first page of the exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential.

The Registrant agrees to furnish an unredacted copy of the exhibit to the SEC upon its request

Management contract or compensatory plan or arrangement.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

March 31, 2025

USA RARE EARTH, INC.

/s/ Joshua Ballard

Joshua Ballard

Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS

BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Blitzer and Peter Ondishin, his true

and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead,

in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact

and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done

in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming

all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done

by virtue hereof.

Pursuant to the

requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ Michael Blitzer

Chairman and Chief Executive Officer

April 2, 2024

Michael Blitzer

KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints Joshua Ballard and William Robert Steele Jr., his true and lawful attorney-in-fact

and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to

sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in

connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and

each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection

therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said

attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Joshua Ballard

Chief Executive Officer and Director

March 31, 2025

Joshua Ballard

(Principal Executive Officer)

/s/ Peter Ondishin

/s/ William Robert Steele Jr.

Chief Financial Officer

April 2, 2024

Peter Ondishin

March 31, 2025

William Robert Steele Jr.

(Principal Financial and Accounting Officer)

/s/ Erica Dorfman

April 2, 2024

Erica Dorfman

/s/ Elliot Richmond

April 2, 2024

Elliot Richmond

/s/ Samuel Sayegh

April 2, 2024

Samuel Sayegh

/s/ Nicholas Shekerdemian

April 2, 2024

Nicholas Shekerdemian

/s/ Paula Sutter

April 2, 2024

/s/ Michael Blitzer

March 31, 2025

Michael Blitzer

/s/ Mordechai Gutnick

March 31, 2025

Mordechai Gutnick

/s/ Paul Kern

March 31, 2025

/s/ Otto Schwethelm

March 31, 2025

Otto Schwethelm

/s/ Michael Senft

March 31, 2025

Michael Senft

/s/ Tready Smith

March 31, 2025

/s/ Carolyn Trabuco

March 31, 2025

Carolyn Trabuco

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Shareholders of

USA Rare Earth, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of USA Rare Earth,

Inc., formerly known as Inflection Point Acquisition Corp.

II (the “Company”) as of December 31, 2024 and 2023, the related

statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2024 and for period from

March 6, 2023 (inception) through December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2024 and 2023, and the results of its operations and its cash flows for the year ended December 31, 2024 and for the period from March

6, 2023 (inception) through December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue

as a Going Concern

The accompanying financial statements have been prepared assuming the

Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has incurred and expects to

continue to incur significant costs in pursuit of its acquisition plans and the Company’s cash and working capital are not sufficient

to complete its planned activities one year from the issuance date of the financial statements.

These conditions raise substantial doubt

about the Company’s ability to continue as a going concern.

Management’s evaluation of the events and conditions and management’s

plans regarding these matters are also described in Note 1 to the financial statements.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control

over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2023.

New York, New York

March 13, 2025

USA RARE EARTH, INC.

(F/K/A INFLECTION POINT

ACQUISITION CORP.

BALANCE SHEETS

Current assets

Prepaid expenses

Prepaid insurance

Total Current Assets

Marketable securities held in Trust Account

$ 259,471,177

Liabilities and Shareholders’ Deficit:

Current liabilities

Accounts payable and accrued expenses

Accrued offering costs

Convertible promissory note - related party

Total Current Liabilities

Forward Purchase Agreements

Deferred underwriting fee payable

Total Liabilities

Commitments and contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 2,205,349 and 25,000,000 issued and outstanding shares at redemption value of $ 10.92 per share and $ 10.36 as of December 31, 2024 and 2023, respectively

Stockholders’ Deficit

Preferred shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

6,200,000 and none issued and outstanding (excluding 2,205,349 and 25,000,000 shares subject to possible redemption) as of December 31, 2024 and 2023, respectively

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

50,000 and 6,250,000 shares issued and outstanding, as of December 31, 2024 and 2023, respectively

Additional paid-in capital

Accumulated deficit

( 17,031,848 )

( 12,910,951 )

Total Stockholders’ Deficit

( 17,031,223 )

( 12,910,326 )

Total Liabilities and Shareholders’ Deficit

$ 259,471,177

The accompanying notes are an integral part of these financial statements.

USA RARE EARTH, INC.

(F/K/A INFLECTION POINT

ACQUISITION CORP.

STATEMENTS OF OPERATIONS

from March 6,

Formation and operational costs

Loss from operations

( 4,077,377 )

Other income:

Loss on issuance of Forward Purchase Agreements

Change in fair value of Forward Purchase Agreements

Interest income from bank

Dividend income earned on marketable securities held in Trust Account

Total other income, net

Basic and diluted weighted average shares outstanding, Redeemable shares

Basic and diluted net income per share

Basic and diluted weighted average shares outstanding, Non-redeemable shares

Basic and diluted net loss per share

The accompanying notes are an integral part of these financial statements.

USA RARE EARTH, INC.

(F/K/A INFLECTION POINT

ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE YEAR ENDED DECEMBER 31, 2024 AND

FOR THE PERIOD FROM MARCH 6, 2023 (INCEPTION)

THROUGH DECEMBER 31, 2023

Ordinary Shares

Ordinary shares

Shareholders’

Balance as of March 6, 2023 (Inception)

Issuance of ordinary shares

Sale of Class A ordinary shares and over-allotment

Class A ordinary shares subject to possible redemption

( 25,000,000 )

( 247,910,000 )

( 247,912,500 )

Underwriters’ compensation

( 17,500,000 )

Offering costs

Sale of 7,650,000 private placement warrants

Allocation of offering costs related to redeemable shares

Forfeiture of Founder Shares

Accretion for redeemable shares to redemption value

( 9,583,177 )

( 19,659,020 )

( 29,242,197 )

Balance as of December 31, 2023

$ ( 12,910,951 )

$ ( 12,910,326 )

Conversion of Class B shares to Class A shares

( 6,200,000 )

Accretion for redeemable shares to redemption value

( 12,019,932 )

Balance as of December 31, 2024

$ ( 17,031,848 )

$ ( 17,031,223 )

The accompanying notes are an integral part of these financial statements.

USA RARE EARTH, INC.

(F/K/A INFLECTION POINT

ACQUISITION CORP.

STATEMENT OF CASH FLOWS

For Year Ended

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Dividend income earned on marketable securities held in Trust Account

( 12,019,932 )

( 7,721,518 )

Loss on issuance of Forward Purchase Agreements

Change in fair value of Forward Purchase Agreements

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid insurance

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,398,564 )

Cash Flows from Investing Activities:

Investment of cash into Trust Account

( 251,250,000 )

Cash withdrawn from Trust Account in connection with redemption

Net cash provided by (used in) investing activities

( 251,250,000 )

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of private placements warrants

Proceeds from convertible promissory note – related party

Repayment of promissory note – related party

Refund of offering costs included in accrued offering costs

Payment of offering costs

Redemption of ordinary shares

( 246,916,015 )

Net cash (used in) provided by financing activities

( 245,791,015 )

Net Change in Cash

Cash – Beginning of period

Cash – End of period

Supplemental disclosure of cash flow information:

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Prepaid services contributed by Sponsor in exchange for issuance of Class B ordinary shares

Deferred offering costs paid through promissory note – related party

Accretion of Class A ordinary shares to redemption value

Deferred underwriting fee payable

Forfeiture of Founder Shares

Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

The accompanying notes are an integral part of these financial statements.

USA RARE EARTH, INC.

(F/K/A INFLECTION POINT

ACQUISITION CORP.

Notes to Financial Statements

Note 1 — Organization and Business Operations

USA Rare Earth, Inc., formerly known as Inflection Point Acquisition

II (the “Company”) is a special purpose acquisition company incorporated as a Cayman Islands exempted corporation on

March 6, 2023.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses (the “Business Combination”).

On August 21, 2024, the Company entered into a Business Combination

Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “USARE Business

Combination Agreement”), by and among the Company, USA Rare Earth, LLC, a Delaware limited liability company (“USARE”)

and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub”).

As of December 31, 2024, the Company had not commenced any operations.

All activity for the period from March 6, 2023 (inception) through December 31, 2024 relates to the Company’s formation and

the initial public offering (the “IPO”), which is described below, and subsequent to the IPO, pursuing Business Combination

opportunities.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at

the earliest.

The Company generates non-operating income in the form of interest income on cash and cash equivalents and dividend income

on marketable securities held in Trust Account.

The Company has selected December 31st as its fiscal year end.

The Company’s sponsor is Inflection Point Holdings II LLC,

a Delaware limited liability company (the “Sponsor”).

On March 8, 2023, the Company issued 5,750,000 Class B ordinary

shares to the Sponsor for $ 25,000 , or approximately $ 0.004 per share.

On May 24, 2023, the Company effected a share capitalization

of 575,000 , resulting in the Sponsor holding 6,325,000 Class B ordinary shares (such Class B ordinary shares, together

with the Class A ordinary shares issued or issuable upon conversion of the Class B ordinary shares pursuant to the Company’s amended

and restated memorandum and articles of association, the “Founder Shares”).

All share and per-share amounts have been retroactively

restated to reflect the share capitalization.

The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture

if the over-allotment option was not exercised by the underwriters.

As a result of the underwriters election to partially exercise their

over-allotment option on May 30, 2023, 75,000 Founder Shares were forfeited resulting in the Sponsor holding 6,250,000 Founder

The remaining Founder Shares are no longer subject to forfeiture.

The registration statement for the Company’s IPO was declared

effective on May 24, 2023.

On May 30, 2023, the Company consummated the IPO of 25,000,000 units (the “Units”), which

includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $ 10.00 per

Unit, generating gross proceeds of $ 250,000,000 , which is discussed in Note 3.

Each Unit consists of one Class A ordinary share

(the “Public Shares”) and one half of one redeemable warrant (the “Public Warrants”) of the Company,

with each whole warrant entitling the holder to purchase one Class A ordinary share for $ 11.50 per share, subject to adjustment.

Simultaneously with the closing of the IPO, the Company consummated the sale of 7,650,000 private placement warrants (the “Private

Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the IPO (“CF&CO”),

at a price of $ 1.00 per Private Placement Warrant, or $ 7,650,000 in the aggregate, which is described in Note 4.

Of those 7,650,000 Private

Placement Warrants, the Sponsor purchased 6,000,000 Private Placement Warrants and CF&CO purchased 1,650,000 Private

Placement Warrants.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and

the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating

a Business Combination (less deferred underwriting commissions).

Transaction costs amounted to $ 18,361,877 consisting of $ 4,400,000 of

cash underwriting discount, $ 13,100,000 of deferred underwriting fees, and $ 861,877 of other offering costs.

The Company’s Business Combination must be with one or more target

businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below)

(excluding the amount of deferred underwriting discounts and taxes payable on the income earned on the Trust Account) at the time of the

signing of an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business

Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling

interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,

as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business

Following the closing of the IPO, on May 30, 2023, an amount of $ 251,250,000 ($ 10.05 per

Unit) from the net proceeds of the sale of the Units in the IPO and the sales of the Private Placement Warrants was placed in the trust

account (the “Trust Account”) and will be held as cash or invested only in U.S.

government treasury obligations with a maturity

of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which

invest only in direct U.S.

government treasury obligations.

Except with respect to interest earned on the funds held in the Trust Account

that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants

placed into the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Company’s

initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial

Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination, (ii)

the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months

from the closing of the IPO, by such earlier liquidation date as the Company’s board of directors may approve or by such later liquidation

date approved by the Company’s shareholders pursuant to an amendment to the Company’s amended and restated memorandum and

articles of association (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s

Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and

articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with

the initial Business Combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial

Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of

the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide the Company’s public shareholders with

the opportunity to redeem all or a portion of their Public Shares in connection with the completion of the initial Business Combination

either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote

by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination

or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be entitled to redeem their

Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as

of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the

Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations.

The amount in

the Trust Account is initially anticipated to be $ 10.05 per Public Share (without taking into account interest earned or taxes payable).

The ordinary shares subject to redemption were recorded at a redemption

value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s

(“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will have only the duration of the Completion Window to

complete the initial Business Combination.

If the Company is unable to complete its initial Business Combination within the Completion

Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on

the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the

number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely

extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions,

if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other

requirements of applicable law.

On November 18, 2024, the Company held an extraordinary general meeting

in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”).

At the Extraordinary General Meeting,

the Company’s shareholders approved to amend the Company’s Amended and Restated Memorandum and Articles of Association to

extend the date by which the Company must complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization

or similar business combination involving the Company and one or more businesses from November 30, 2024 to August 21, 2025 (the “Extension

The Sponsor, officers and directors have entered into a letter agreement

with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public

Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement

of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion

of the initial Business Combination;

(ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection

with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association;

waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete

the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust

Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion

Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any Founder Shares held by them and any Public

Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business

Combination (subject to applicable law).

The Sponsor has agreed that it will be liable to the Company if and

to the extent any claims by a third party for services rendered or products sold to the Company (except for the Company’s independent

auditors), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other

similar agreement or Business Combination agreement (except for the Company’s independent auditors), reduce the amount of funds

in the Trust Account to below the lesser of (i) $ 10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust

Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per share due to reductions in the value of the

trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business

who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will

it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities

under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked the Sponsor to reserve

for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its

indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company.

Therefore, the Company

cannot assure that the Sponsor would be able to satisfy those obligations.

USARE Business Combination

On August 21, 2024 (the “Signing Date”) the Company entered

into the USARE Business Combination Agreement by and among the Company, USARE and Merger Sub, pursuant to which, among other things and

subject to the terms and conditions contained therein, Merger Sub will merge with and into USARE (the “Merger”), with USARE

continuing as the surviving company and wholly owned subsidiary of the Company.

The transactions contemplated by the Business Combination

Agreement are referred to herein as the “USARE Business Combination.” The combined company’s business will continue

to operate through USARE and its subsidiaries.

In connection with the closing of the USARE Business Combination (the “Closing”),

the Company will change its name to “USA Rare Earth, Inc.” (such company after the closing of the Business Combination, “New

The Domestication

The Company will, subject to obtaining the required shareholder approvals

and at least one day prior to the date of the closing of the USARE Business Combination (the “Closing” and the date of the

Closing, the “Closing Date”), change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company

and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”).

At least one day prior to the Domestication, the Company will provide its public shareholders the opportunity to redeem their Public Shares

on the terms and conditions set forth in the USARE Business Combination Agreement and the Company’s governing documents (the “Redemption”).

By virtue of the Domestication and subject to the satisfaction or waiver

of the conditions of the USARE Business Combination Agreement, including approval of the Company’s shareholders:

(i) immediately

prior to the Domestication, pursuant to the Sponsor Support Agreement (as defined below) each of the then issued and outstanding Class

B ordinary shares of the Company will convert automatically, on a one-for-one basis, into one (1) Class A ordinary share, par value of

$ 0.0001 per share, of the Company (each a “Class A Ordinary Share”) (the “Sponsor Share Conversion”);

(ii) in connection with the Domestication, (x) each then issued and outstanding Class A Ordinary Share (that was not redeemed pursuant

to the Redemption) shall convert automatically, on a one-for-one basis, into one (1) share of common stock, par value $ 0.0001 per

share, of the Company (after the Domestication) (the “New USARE Common Stock”);

(y) each of the then issued and outstanding

warrants representing the right to purchase one Class A Ordinary Share shall convert automatically into a warrant to acquire one (1) share

of New USARE Common Stock (each a “New USARE Warrant”);

and (z) each of the then issued and outstanding units of the Company

will be cancelled and each holder thereof will be entitled to one share of New USARE Common Stock and one-half (1/2) of one New USARE

The Merger and Consideration

Subject to, and in accordance with the terms and conditions of the

USARE Business Combination Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), (i) each

warrant to purchase Class C convertible preferred units of USARE (the “USARE Class C Convertible Preferred Units”) or Class

C-1 convertible preferred units of USARE (the “USARE Class C-1 Convertible Preferred Units”) shall automatically be exercised

on a cashless basis in full in accordance with its terms and (ii) immediately thereafter, each then-issued and outstanding USARE Class

C Convertible Preferred Unit and each then-issued and outstanding USARE Class C-1 Convertible Preferred Unit (including each USARE Class

C Convertible Preferred Unit and USARE Class C-1 Convertible Preferred Unit issued upon the automatic exercise described in the preceding

clause (i)) shall automatically convert into such number of Class B units of USARE (the “USARE Class B Units”) into which

such USARE Class C Convertible Preferred Unit or USARE Class C-1 Convertible Preferred Unit, as applicable, is convertible in connection

with the Merger pursuant to USARE’s Sixth Amended and Restated Operating Agreement, as amended (the “USARE OA”).

Subject to, and in accordance with the terms and conditions of the

USARE Business Combination Agreement, at the Effective Time:

each unit of USARE that is owned by the Company, Merger Sub or USARE (in treasury or otherwise) immediately prior to the Effective Time (each an “Excluded Unit”) shall be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefore;

each incentive unit (the “USARE Incentive Units”) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall, by virtue of the occurrence of the Merger, (x) to the extent the holder of such USARE Incentive Unit is continuously employed by or providing services to USARE from the Signing Date through the Effective Time, be automatically deemed to be fully vested, (y) regardless of such employment or service status, be automatically deemed exchanged or converted (on a cashless basis) into a fraction of one Class A unit of USARE (the “USARE Class A Units”) in accordance with the terms of such USARE Incentive Unit, the USARE OA and the Second Amended and Restated USA Rare Earth, LLC Incentive Plan and each USARE Class A Unit issued or issuable upon such deemed exchange or conversion shall be treated as being issued and outstanding immediately prior to the Effective Time;

each warrant to purchase units of USARE (excluding the USARE Class A Preferred Investor Warrants (as defined below)) (the “USARE Warrants”) that is outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the occurrence of the Merger, automatically be exercised or deemed exercised on a cashless basis in full in accordance with its terms immediately prior to the Effective Time, and each USARE Class A Unit or USARE Class B Unit issued or issuable upon such exercise shall be treated as being issued and outstanding immediately prior to the Effective Time;

each USARE Class A Unit that is issued and outstanding immediately prior to the Effective Time (including all USARE Class A Units outstanding or deemed outstanding (a) upon the deemed exchange or conversion of the USARE Incentive Units and (b) upon the deemed exercise of the USARE Warrants, but excluding the Excluded Units) shall be cancelled and converted into the right to receive a number of shares of New USARE Common Stock equal to the Exchange Ratio (as defined below) (the “Per Unit Base Consideration”) and the right to receive, subject to the vesting conditions described below, a number of shares of New USARE Common Stock equal to the Earn-out Exchange Ratio (as defined below) (the “Per Unit Earn-out Consideration”);

each USARE Class B Unit that is issued and outstanding immediately prior to the Effective Time (including all USARE Class B Units outstanding or deemed outstanding upon the deemed exercise of the USARE Warrants, but excluding the Excluded Units) shall be cancelled and converted into the right to receive the Per Unit Base Consideration and the Per Unit Earn-out Consideration;

each Class A-1 convertible preferred unit of USARE (the “USARE Class A-1 Convertible Preferred Units”) and each Class A-2 convertible preferred unit of USARE (the “USARE Class A-2 Convertible Preferred Units,” and together with the USARE Class A-1 Convertible Preferred Units, the “USARE Class A Convertible Preferred Units”) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall be cancelled and converted into the right to receive one share of Series A Preferred Stock (as defined below);

each USARE Class A Preferred Investor Warrant (as defined below) shall be cancelled and converted into the right to receive a Series A Preferred Investor Warrant (as defined below) exercisable for a number of shares of New USARE Common Stock equal to the aggregate number of USARE Class A Units that would be issued upon full exercise of such USARE Class A Preferred Investor Warrant (as defined below).

Pursuant to the USARE Business Combination Agreement, the aggregate

consideration to be paid in, or in connection with, the Merger in respect of the outstanding equity securities of USARE (excluding the

USARE Class A Convertible Preferred Units and the USARE Class A Preferred Investor Warrants (as defined below)) will be (A) (i) the number

of shares of New USARE Common Stock equal to the quotient of (a) (i) the $ 800,000,000 minus (ii) the aggregate indebtedness of USARE

and its direct and indirect subsidiaries as of immediately prior to the Effective Time (subject to certain exceptions) divided by (b)

the amount equal to the price at which each Public Share may be redeemed pursuant to the Redemption in connection with the Domestication

(collectively, the “Aggregate Base Consideration”) plus (B) subject to the vesting and forfeiture effects of the Earn-out

Exchange Ratio described below, up to 10,000,000 shares of New USARE Common Stock (the “Aggregate Earn-out Consideration”).

The Aggregate Earn-out Consideration is subject to certain customary adjustments as described in the USARE Business Combination Agreement.

The “Exchange Ratio” shall be equal to the quotient of (A) the Aggregate Base Consideration divided by the sum (without duplication)

of the aggregate number of (i) USARE Class A Units that are issued and outstanding immediately prior to the Effective Time, (ii) USARE

Class B Units that are issued and outstanding immediately prior to the Effective Time (including all USARE Class B Units issued upon conversion

of all outstanding USARE Class C Convertible Preferred Units and USARE Class C-1 Convertible Preferred Units), (iii) all USARE Class A

Units and USARE Class B Units issuable upon full exercise of all issued and outstanding USARE Warrants (calculated using the treasury

method of accounting on a cashless exercise basis) and (iv) all USARE Class A Units and USARE Class B Units issuable upon full exercise,

exchange or conversion of all issued and outstanding USARE Incentive Units (calculated using the treasury method of accounting on a cashless

exercise basis) (such sum, the “USARE Fully Diluted Capital”).

The “Earn-out Exchange Ratio” shall be equal to the quotient

of (A) the Aggregate Earn-out Consideration divided by (B) the USARE Fully Diluted Capital.

50 % of the Aggregate Earn-out Consideration

shall vest and be issued if, during the five year period beginning on the first anniversary of the Closing Date (the “Earnout

Period”) the closing sale price of one share of New USARE Common Stock as reported on the national securities exchange on which

such shares are then listed is greater than or equal to $ 15.00 for a period of at least twenty out of thirty consecutive Trading

Days (as defined in the Business Combination Agreement).

The remaining 50 % of the Aggregate Earn-out Consideration shall vest and

be issued if, during the Earnout Period, the closing sale price of one share of New USARE Common Stock as reported on the national securities

exchange on which such shares are then listed is greater than or equal to $ 20.00 for a period of at least twenty out of thirty consecutive

trading days.

The Aggregate Earn-out Consideration may also vest upon a Change of Control (as defined in the USARE Business Combination

Agreement) pursuant to which New USARE or its shareholders have the right to receive consideration if the implied value per share of New

USARE Common Stock is equal to or above such price targets, with the amount of such consideration dependent upon the implied per share

value reaching the thresholds discussed above).

In connection with the Closing:

USARE and New USARE will enter into a Seventh Amended and Restated Limited Liability Company Operating Agreement of USARE, to, among other things, admit New USARE as the managing member of USARE;

The Company will file with the Secretary of State of the State of Delaware a Certificate of Designations of Preferences, Rights and Limitations of 12 % Series A Cumulative Convertible Preferred Stock Series A Preferred Stock (the “ Series A Preferred Stock Certificate of Designation ”) which sets forth the rights, preferences and privileges of the Series A Preferred Stock (as defined below).

Series A Preferred Stock Investment

In connection with the transactions contemplated by the USARE Business

Combination Agreement, on the Signing Date, the Company, USARE and Inflection Point Fund I, LP, an accredited investor that is an affiliate

of the Company and the Sponsor (the “Series A Preferred Stock Investor”) entered into a Securities Purchase Agreement (the

“Series A SPA”).

Pursuant to the Series A SPA, the Series A Preferred Stock Investor has agreed, among other things, to purchase,

at Closing, shares of New USARE’s 12 % Series A Cumulative Convertible Preferred Stock, par value $ 0.0001 per share, having

the rights, preferences and privileges set forth in the Series A Preferred Stock Certificate of Designation (such stock the “Series

A Preferred Stock”) and a warrant to purchase a number of shares of New USARE Common Stock equal to the amount of shares into which

such shares of New USARE Common Stock underlying the Series A Preferred Stock are initially convertible (a “Series A Preferred Investor

Warrant”), for an aggregate purchase price of $ 9,117,648 (the “Series A Preferred Stock Investment”).

of Series A Preferred Stock will have a stated value of $ 12.00 (the “Stated Value”).

In addition, pursuant to a Securities Purchase Agreement, dated as

of August 21, 2024, by and among the Company, Michael Blitzer (the Company’s Chairman and Chief Executive Officer) and USARE, the

Company has agreed to issue at Closing, $ 1,250,000 in Stated Value of Series A Preferred Stock to Mr.

Blitzer exchange for his forgiveness

of 50 % of the then-outstanding balance of the convertible promissory note issued to him by the Company on August 13, 2024 (the “Note”).

This Securities Purchase Agreement is in substantially the form of the Series A SPA, subject to appropriate changes to reflect that (i)

the consideration to be paid by Mr.

Blitzer is his forgiveness of 50 % of the then-outstanding balance of the Note and (ii) Mr.

will not receive a Series A Preferred Investor Warrant.

Sponsor Support Agreement

Concurrently with the execution of the USARE Business Combination Agreement,

the Sponsor, the Company and USARE entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to

which, among other things, the Sponsor has agreed to (i) vote to adopt and approve the USARE Business Combination Agreement and the other

documents contemplated therein and the transactions contemplated therein and (ii) forfeit 60,000 New USARE Warrants for every

$ 1,000,000 by which (x) the gross proceeds at the closing of the USARE Business Combination from the Trust Account (after giving

effect to the Redemption plus (y) the gross proceeds from the Class A Preferred Unit Investment (as defined in the UASRE Business Combination

Agreement), the Series A Preferred Stock Investment and any PIPE Investment (as defined in the USARE Business Combination Agreement) are

below $ 50,000,000 , up to a maximum of 1,500,000 New USARE Warrants forfeited.

Member Support Agreement

Concurrently with the execution of the USARE Business Combination Agreement,

the Company, entered into a member support agreement (the “Member Support Agreement”) with USARE and certain members of USARE

(the “Supporting USARE Members”) pursuant to which each such Supporting USARE Members have agreed to, among other things,

support and vote in favor of the USARE Business Combination Agreement, and the transactions contemplated therein (including the Merger).

Fee Reduction Agreement

Pursuant to that certain Underwriting Agreement between the Company

and CF&CO, as representative of the several underwriters (“CF&CO”), dated May 24, 2023 (as it may be amended from

time to time, the “Underwriting Agreement”), the Company previously agreed to pay to CF&CO an aggregate cash amount of

$ 13,100,000 as “deferred underwriting commissions” (the “Original Deferred Fee”) upon the consummation of

an initial business combination, as contemplated by the final prospectus of the Company, filed with the SEC (File No.

333- 271128), and

dated May 24, 2024.

Solely in connection with the USARE Business Combination, the Company, CF&CO and USARE have entered into

that certain fee reduction agreement, dated as of August 20, 2024 (the “Fee Reduction Agreement”), pursuant to which, upon

consummation of the USARE Business Combination, CF&CO will accept, in lieu of such Original Deferred Fee:

(i) either (at the Company’s

option) (A) a cash fee of $4,000,000 or (B) (1) a cash fee of $2,000,000 plus (2) 400,000 shares of New USARE Common Stock, plus (ii)

2.0% of the amount by which the Total Capital Raised (as defined in the Fee Reduction Agreement) exceeds $50,000,000.

Additionally,

solely if the Company elects to pay the all-cash fee discussed above, CF&CO will forfeit 1,650,000 Private Placement Warrants

(as defined by the Fee Reduction Agreement).

Amendment No.

1 to Business Combination Agreement

On November 12, 2024, the Company and USARE entered into that certain

Amendment No.

1 to the Business Combination Agreement (the “BCA Amendment”).

The BCA Amendment:

amends Section 2.02(b) and Section 2.03(b)(iii) to provide that in connection with the Business Combination, each USARE Class A Preferred Investor Warrant shall be cancelled and converted into the right to receive a Domesticated Purchaser Series A Preferred Investor Warrant (as defined in the Business Combination Agreement) exercisable for a number of shares of common stock of New USARE equal to the aggregate number of Class A units of USARE that would be issued upon full exercise of such USARE Class A Preferred Investor Warrant;

amends Article X to define the term “Expiration Time” with respect to the Member Support Agreement (as defined in the Business Combination Agreement) to mean the earlier of the closing of the Business Combination or the termination of the Business Combination Agreement.

Extensions of the Combination Period

On November 18, 2024, the Company held an extraordinary general meeting

in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”).

At the Extraordinary General Meeting,

the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association

to extend the date by which the Company must complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization

or similar business combination involving the Company and one or more businesses from November 30, 2024 to August 21, 2025 (the “Extension

In connection with the Extraordinary General Meeting, shareholders

holding an aggregate of 22,794,651 Public Shares exercised their right to redeem their Public Shares for approximately $ 10.83 per

share of the funds held in the Company’s trust account.

Going Concern Consideration

As of December 31, 2024, the Company had $ 2,101 of cash and working

capital deficit of $ 3,881,948 .

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition

The Company’s cash and working capital are not sufficient to complete its planned activities one year from the issuance date

of the financial statements.

In addition, the Company has until August 21, 2025 to consummate a Business Combination.

It is uncertain

that the Company will be able to consummate a Business Combination by this time or that the Company will obtain shareholder approval to

extend the date by which the Company must consummate a Business Combination and implement such extension.

If a Business Combination is

not consummated by the Business Combination deadline, there will be a mandatory liquidation of the Trust Account.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

Management plans to address this uncertainty through

a Business Combination.

There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination

will be successful within the Completion Window.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S.

and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined

in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and

it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are

not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of

Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy

statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval

of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth

companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that

have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange

Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to

opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election

to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard

is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company,

can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the

Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company

which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of Estimates

The preparation of the financial statements in conformity with US GAAP

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity

of three months or less when purchased to be cash equivalents.

The Company has $ 2,101 and $ 275,665 in cash as of December

31, 2024 and 2023, respectively.

Marketable Securities Held in Trust Account

At December 31, 2024 and 2023, all of the assets held in the Trust

Account were held in money market funds which are invested only in U.S.

government securities.

Investments in money market funds are presented

on the balance sheet at fair value at the end of each reporting period.

Dividend income earned from investments in these securities are

included in the accompanying statements of operations

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering”.

Offering costs consist principally of professional

and registration fees, cash underwriting discount, and deferred underwriting fees incurred through the balance sheet date that are related

Offering costs were allocated to the separable financial instruments issued in the IPO based on relative fair value basis,

compared to total proceeds received.

Offering costs allocated to the Public Shares were charged against the carrying value of Class A

ordinary shares subject to possible redemption upon the completion of the IPO and offering costs allocated to Public Warrants (as defined

in Note 3) were charged to shareholders’ deficit upon the completion of the IPO.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which

qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,“approximates the carrying amounts

represented in the balance sheets, primarily due to its short-term nature.

Forward Purchase Agreements

The Company does not use derivative instruments to hedge exposures

to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including issued warrants, to

determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, “Distinguishing

Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or

as equity, is re-assessed at the end of each reporting period.

The Forward Purchase Option in the Non-Redemption Agreements of the

Company meets the definition of an obligation to repurchase shares by transferring assets arrangement under ASC 480-10, therefore, the

Forward Purchase Option is required to be classified as a liability at fair value.

Subsequently, changes in fair value are reported in

earnings in statements of operations.

Class A Redeemable Share Classification

The Public Shares contain a redemption feature which allows for the

redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer

in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies Public

Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Public Shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., Public Warrants) and as

such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with

The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable

shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the IPO, the Company recognized

the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable shares will result in

charges against additional paid-in capital and accumulated deficit.

Accordingly, at December 31, 2024 and 2023, 2,205,349 and 25,000,000 Class

A ordinary shares subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the

shareholders’ deficit section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately

as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit.

In connection with the Extraordinary General Meeting held on November

18, 2024, shareholders holding an aggregate of 22,794,651 Class A ordinary shares of the Company exercised their right

to redeem their Public Shares for approximately $ 10.83 per share of the funds held in the Company’s trust account.

At December 31, 2024 and 2023, the Class A ordinary shares subject

to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds

$ 250,000,000

Proceeds allocated to Public Warrants

( 2,087,500 )

Class A ordinary shares issuance cost

( 18,183,179 )

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, December 31, 2023

$ 258,971,518

( 246,916,015 )

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, December 31, 2024

The Company follows the asset and liability method of accounting for

income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

Deferred tax assets and liabilities are recognized

for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets

and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply

to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances

are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company accounts for income taxes under ASC 740.

ASC 740 prescribes

a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or

expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained

upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s major

tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

of December 31, 2024 and 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next

twelve months.

The Company is considered to be an exempted Cayman Islands company

with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in

the Cayman Islands or the United States.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of

FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income by the weighted

average number of ordinary shares outstanding for the period.

Accretion associated with the redeemable shares of Class A ordinary shares

is excluded from income per ordinary share as the redemption value approximates fair value.

The calculation of diluted income per ordinary share does not consider

the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is

contingent upon the occurrence of future events.

The warrants are exercisable to purchase 20,150,000 Class A ordinary shares

in the aggregate.

At December 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially,

be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted net income per ordinary

share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net

income per ordinary share (in dollars, except per share amounts):

Accretion of temporary equity to redemption value

( 21,520,679 )

Dividend income from Trust Account

( 12,019,932 )

( 7,721,518 )

Net loss including accretion of temporary equity to redemption value

$ ( 4,120,897 )

$ ( 22,494,128 )

For the Year Ended

December 31, 2024

For The Period from

March 6, 2023

(Inception) Through

December 31, 2023

Non-redeemable

Basic and diluted net loss per ordinary share

Allocation of net loss

$ ( 3,219,467 )

$ ( 901,430 )

$ ( 16,662,030 )

$ ( 5,832,098 )

Accretion of temporary equity to redemption value

Net income including accretion of temporary equity to redemption value

Net income (loss)

( 5,832,098 )

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures,

on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker

(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the

reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single

reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures

in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal

years beginning after December 15, 2024, with early adoption permitted.

Management does not believe that any recently issued, but not effective,

accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Risks and Uncertainties

United States and global markets are experiencing volatility and disruption

following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional

military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various

sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial

institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including

the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing

geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and

the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European

Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on

regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market

disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and

increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial

markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on

the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of

the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial

business combination and any target business with which the Company may ultimately consummate an initial business combination.

Note 3 — Initial Public Offering

Pursuant to the IPO on May 30, 2023, the Company sold 25,000,000 Units,

which includes a partial exercise by the underwriter of their over-allotment option in the amount of 3,000,000 Units, at a purchase

price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share, and one-half of one redeemable Public

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share,

subject to adjustment.

Each warrant will become exercisable 30 days after the completion of the initial Business Combination

and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Warrants — As of December 31, 2024 and 2023,

there are 20,150,000 warrants issued and outstanding.

Each whole warrant entitles the holder to purchase one Class

A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

The warrants cannot be exercised until 30 days

after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after

the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares

pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under

the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a

warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under

the securities laws of the state of residence of the registered holder of the warrants.

In the event that the conditions in the two immediately

preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant

and such warrant may have no value and expire worthless.

In no event will the Company be required to net cash settle any warrant.

event that a registration statement is not effective for the exercised warrants, and cashless exercise is unavailable the purchaser of

a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such

Under the terms of the warrant agreement, the Company has agreed that,

as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially

reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the IPO or a new registration statement

covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter

will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s

initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the

warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement

covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after

the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement

and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A

ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition

of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants

who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in

the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event

the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable

blue sky laws to the extent an exemption is not available.

If the holders exercise their warrants on a cashless basis, they would

pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained

by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair

market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value.

market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the

third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption

is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class A Ordinary

Share Equals or Exceeds $ 18.00 :

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part;

● at a price of $ 0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption (the “ 30 -day redemption period”);

● if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period commencing at least 150 days after completion of the Company’s initial Business Combination and ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders.

Additionally, if the number of outstanding Class A ordinary shares

is increased by a share capitalization payable in Class A ordinary shares, or by a sub-division of ordinary shares or other similar event,

then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A ordinary shares issuable

on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares.

A rights offering made

to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the

fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number

of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering

that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share

paid in such rights offering and (y) the fair market value.

For these purposes (i) if the rights offering is for securities convertible

into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into

account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair

market value means the volume weighted average price of Class A ordinary shares as reported during the ten ( 10 ) trading day period

ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable

market, regular way, without the right to receive such rights.

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor and Cantor

Fitzgerald & Co., the representative of the underwriters, purchased an aggregate of 7,650,000 Private Placement Warrants,

each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00 per Private Placement

Warrant, or $ 7,650,000 in the aggregate, in a private placement.

Of those 7,650,000 Private Placement Warrants, the Sponsor

purchased 6,000,000 Private Placement Warrants and Cantor Fitzgerald & Co.

purchased 1,650,000 Private Placement

Each Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of

$ 11.50 per share, subject to adjustment.

The Private Placement Warrants are identical to the Public Warrants

sold in the IPO except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co.

or their permitted transferees, the

Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants),

subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial

Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor

Fitzgerald & Co.

and/or its designees, will not be exercisable more than five years from the closing of the IPO in accordance with

FINRA Rule 5110(g)(8).

The Company’s Sponsor, officers and directors have entered into

a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their

Founder Shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection

with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate

the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their Founder Shares and Public

Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles

of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the

initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination

within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial

Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their

Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled

to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial

Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote

any Founder Shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated

transactions) in favor of the initial Business Combination (subject to applicable law).

Note 5 — Related Party Transactions

Founder Shares

On March 8, 2023, the Sponsor made a capital contribution of $ 25,000 ,

or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 Founders

Shares to the Sponsor.

On May 24, 2023, the Company effected a share capitalization of 575,000 , resulting in the Sponsor holding 6,325,000 Founder

All share and per-share amounts have been retroactively restated to reflect the share capitalization.

The Founder Shares included

an aggregate of 825,000 shares that were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’

over-allotment option was exercised.

As a result of the underwriters’ election to partially exercise their over-allotment option

on May 30, 2023, 75,000 Founder Shares were forfeited resulting in the Sponsor holding 6,250,000 Founder Shares.

remaining Founder Shares are no longer subject to forfeiture.

On November 18, 2024, pursuant to the terms of the Company’s Amended

and Restated Memorandum and Articles of Association, the Sponsor, the holder of an aggregate of 6,250,000 Class B ordinary shares

(“Class B Ordinary Shares”) elected to convert 6,200,000 outstanding Class B Ordinary Shares held by it on a one-for-one

basis into Class A ordinary shares of the Company, with immediate effect.

Following such conversion and giving effect to the redemption

of Public Shares in connection with the Extension Amendment, as of November 18, 2024, the Company had an aggregate of 8,405,349 Class

A ordinary shares issued and outstanding and 50,000 Class B Ordinary Shares issued and outstanding.

The Company’s Sponsor, officers and directors have agreed not

to transfer, assign or sell any of their Founder Shares (including any Class A ordinary shares issued upon conversion of Class B ordinary

shares) until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which

the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results

in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with

respect to any Founder Shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary

shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the

initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the

Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will

be released from the Lock-up.

At the Closing, the Sponsor will enter into a Lock-Up Agreement (the

“Sponsor Lock-Up Agreement”), pursuant to which the Sponsor and its permitted assigns will agree not to, prior to the date

that is six (6) months after the Closing Date (the “Initial Common Stock Lock-Up Period”), (i) sell, pledge, grant any option

to purchase or otherwise dispose of (a) any shares of New USARE Common Stock the Sponsor received upon conversion of its Founder Shares

(following the automatic conversion of each of the issued and outstanding Class B ordinary shares of the Company immediately prior to

the Domestication, on a one-for-one basis, into one (1) Class A ordinary share of the Company), in connection with the Domestication (the

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

or (iii) take any other similar actions (the actions specified in the foregoing clauses (i) through (iii), collectively, “Transfer”

in each case, without the prior written consent of the board of directors of New USARE (the “New USARE Board”)).

and its permitted assigns will also agree not to, prior to the date that is twelve (12) months after the Closing Date (the “Second

Common Stock Lock-Up Period”), Transfer more than 50% of the Sponsor Lock-Up Shares in each case, without the prior written consent

of the New USARE Board.

In addition, the Sponsor will agree to not Transfer any warrants received upon conversion of Private Placement

Warrants in connection with the Domestication (or the shares of New USARE Common Stock issuable upon exercise of such warrants), prior

to the date that is 30 days after the Closing Date.

The Sponsor Lock-Up Agreement will 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.

Promissory Note — Related Party

The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to

be used for a portion of the expenses of the IPO.

The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2023

or the closing of the IPO.

The outstanding balance of $ 179,665 was repaid at the closing of the IPO on May 30, 2023.

Services and Indemnification Agreement

Commencing on May 24, 2023, the Company entered into an agreement pursuant

to which it agreed to pay an aggregate of $ 27,083 per month to The Venture Collective LLC (“TVC”), an affiliate of one

of the Company’s directors, Nicholas Shekerdemian, for the services of Peter Ondishin, Chief Financial Officer, and Kevin Shannon,

Chief of Staff.

In addition, the Company has agreed that it will indemnify the Sponsor and TVC from any claims arising out of or relating

to the IPO or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor and/or TVC alleging

any expressed or implied management or endorsement by the Sponsor and/or TVC of any of the Company’s activities or any express or

implied association between the Sponsor and/or TVC, on the one hand, and the Company or any of its other affiliates, on the other hand,

which agreement provides that the indemnified parties cannot access the funds held in the Trust Account.

The services and indemnification

agreement also provides that Peter Ondishin and Kevin Shannon cannot access the funds held in the Trust Account.

On March 28, 2024, the Company entered into the Amendment to the Services

and Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of January 1, 2024 , was reduced from $ 27,083.33 to

(i) $ 17,708.33 for the period from January 1, 2024 to January 31, 2024 and (ii) $ 24,091 for the period starting February 1,

On August 9, 2024, the Company entered into the Second Amendment to

the Services and Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of April 1, 2024, was reduced

from $ 24,091 to $ 18,882 for the period starting April 1, 2024 .

The Monthly Fee was further reduced from $ 18,882 to $ 14,746 for

the period starting September 1, 2024.

On November 8, 2024, the Company entered into the Third Amendment to

the Services and Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of November 1, 2024 , was

reduced from $ 14,746 to $ 7,373 for the period starting October 1, 2024.

Upon completion of a Business Combination or its liquidation,

the Company will cease paying the Monthly Fee.

For the year ended December 31, 2024 and for the period from March

6, 2023 (inception) through December 31, 2023, the Company incurred and paid $ 204,541 and $ 196,806 for these services, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business

Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated

to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes a Business Combination,

the Company would repay the Working Capital Loans.

In the event that a Business Combination does not close, the Company may use amounts

held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working

Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business

Combination entity at a price of $ 1.00 per private placement warrant at the option of the lender.

The warrants would be identical

to the Private Placement Warrants.

As of December 31, 2024 and 2023, no such Working Capital Loans were outstanding.

On August 13, 2024, to document existing and future Working Capital

Loans, the Company issued the Note to Michael Blitzer, the Company’s Chief Executive Officer, pursuant to which the Company may

borrow up to $ 2,500,000 from Mr.

Blitzer, related to ongoing expenses reasonably related to the business of the Company and the consummation

of the Business Combination.

All unpaid principal under the Note shall be due and payable in full

on the earlier of (i) November 30, 2024, or such later date by which the Company must consummate a Business Combination pursuant to its

governing documents (as may be amended by a shareholder vote) and (ii) the effective date of a Business Combination (such earlier date,

the “Maturity Date”), unless accelerated upon the occurrence of an event of default as set forth in the Note.

will have the option, at any time on or prior to the repayment of amounts owed under the Note, to convert up to $ 1,500,000 outstanding

under the Note into warrants to purchase Class A ordinary shares at a conversion price of $ 1.00 per warrant, with each warrant entitling

the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to the same adjustments applicable

to the Private Placement Warrants.

As of December 31, 2024, the Company has an outstanding borrowing of $ 1,200,000 under the Note.

Pursuant to a Securities Purchase Agreement, dated as of August 21,

2024, by and among the Company, Michael Blitzer and USARE, the Company has agreed to issue at Closing, $ 1,250,000 in Stated Value

of Series A Preferred Stock to Mr.

Blitzer exchange for his forgiveness of 50 % of the then-outstanding balance of the Note.

pursuant to a Securities Purchase Agreement, dated as of August 21, 2024, by and between USARE and Mr.

Blitzer, USARE issued 122,549 USARE

Class A-2 Convertible Preferred Units and a warrant to purchase up to 31,250 USARE Class A Units in exchange

Blitzer’s promise to forgive, at Closing, the other 50 % of the then-outstanding balance of the Note.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and the

Class A ordinary shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may be issued upon

conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s

securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination

pursuant to a registration rights agreement signed on May 24, 2023.

The holders of these securities are entitled to make up to three demands,

excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

Company will bear the expenses incurred in connection with the filing of any such registration statements.

Concurrently with the Closing, New USARE, the Sponsor, and other parties

thereto will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other

things, New USARE will agree that, promptly after the Closing Date, it will file with the SEC (at New USARE’s sole cost and expense)

a registration statement registering the resale of certain securities held by or issuable to the parties thereto (the “Resale Registration

Statement”), and New USARE will use its reasonable best efforts to have the Resale Registration Statement declared effective as

soon as reasonably practicable after the filing thereof, and in any event within ninety (90) days after the Closing Date.

will be entitled to customary piggyback registration rights and demand registration rights.

Underwriters Agreement

The underwriters had a 45-day option from the date of the IPO to purchase

up to an additional 3,300,000 Units to cover over-allotments, if any.

On May 30, 2023, simultaneously with the closing of the

IPO, the underwriters elected to partially exercise the over-allotment option to purchase an additional 3,000,000 Units at a

price of $ 10.00 per Unit.

The underwriters determined to forfeit the right to purchase the remaining 300,000 Units.

The underwriters were entitled to a cash underwriting discount of $ 4,400,000 ( 2.0 %

of the gross proceeds of the Units offered in the IPO, excluding any proceeds from Units sold pursuant to the underwriters’ over-allotment

Additionally, the underwriters are entitled to a deferred underwriting commission of 5.0 % on the base deal and an additional 7.0 %

on the Units sold pursuant to the underwriters’ option to purchase additional Units (or $ 13,100,000 in the aggregate) of the

gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to

the terms of the underwriting agreement.

Pursuant to the Fee Reduction Agreement, solely in connection with

the USARE Business Combination, upon consummation of the Business Combination, CF&CO will accept, in lieu of such Original Deferred

(i) either (at the Company’s option) (A) a cash fee of $4,000,000 or (B) (1) a cash fee of $2,000,000 plus (2) 400,000 shares

of New USARE Common Stock, plus (ii) 2.0% of the amount by which the Total Capital Raised (as defined in the Fee Reduction Agreement)

exceeds $50,000,000.

Additionally, solely if the Company elects to pay the all-cash fee discussed above, CF&CO will forfeit 1,650,000

Private Placement Warrants.

Business Combination Agreement

Refer to Note 1 for details.

Non-Redemption Agreement

On both November 13, 2024 and November 14, 2024, the Company entered

into several non-redemption agreements (the “Non-Redemption Agreements”) with certain counterparties (the “Counterparties”).

Pursuant to the Non-Redemption Agreements, each Counterparty agreed not to redeem (or to validly rescind any redemption requests with

respect to) certain publicly-held Class A ordinary shares of the Company (“Non-Redeemed Shares”) in connection with the shareholder

vote on the Extension Proposal.

In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Company granted such

Counterparties options to enter into forward purchase agreements (the “Forward Purchase Agreements”) in connection with the

closing of the Business Combination (the “Forward Purchase Options”) with respect to Class A ordinary shares of the Company.

Pursuant to the Forward Purchase Options, each Counterparty will have the right, but not the obligation, to enter into an over-the-counter

Equity Prepaid Forward Transaction (a “Forward Purchase Transaction”) with respect to Class A ordinary shares of the Company

in connection with the closing of the Business Combination.

Forward Purchase Agreement

On November 13, 2024, the Company and Newtyn Partners, LP and Newtyn

TE Partners, LP (collectively, “Newtyn”), entered into a non-redemption agreement (the “Newtyn Non-Redemption Agreement”).

Pursuant to the Newtyn Non-Redemption Agreement, Newtyn agreed not to redeem (or to validly rescind any redemption requests with respect

to) an aggregate of 700,000 publicly-held Class A ordinary shares of Inflection Point (“Newtyn Non-Redeemed Shares”)

in connection with the shareholder vote on the Articles Extension Proposal.

In exchange for the foregoing commitment not to redeem the

Newtyn Non-Redeemed Shares, Inflection Point granted Newtyn an option to enter into a forward purchase agreement (the “Newtyn Forward

Purchase Agreement”) in connection with the closing of the Business Combination (the “Forward Purchase Option”) with

respect to up to 700,000 Class A ordinary shares of Inflection Point.

Pursuant to the Forward Purchase Option, Newtyn will have

the right, but not the obligation, to enter into an over-the-counter Equity Prepaid Forward Transaction (a “Forward Purchase Transaction”)

with respect to up to 700,000 Class A ordinary shares of the Company in connection with the closing of the Business Combination.

The Company recorded $ 200,417 loss on issuance of Forward Purchase Agreements and Forward Purchase Agreements liability reported

in the accompanying statements of operations and balance sheets, respectively, on the initial recognition of 700,000 Newtyn

Non-Redeemed Shares.

On November 14, 2024, the Company and Harraden Circle Investors LP

and Harraden Circle Special Opportunities LP (collectively, “Harraden”), entered into a non-redemption agreement (the “Harraden

Non-Redemption Agreement”).

Pursuant to the Harraden Non-Redemption Agreement, Harraden agreed not to redeem (or to validly rescind

any redemption requests with respect to) an aggregate of 700,000 publicly-held Class A ordinary shares of the Company (“Harraden

Non-Redeemed Shares”) in connection with the shareholder vote on the Articles Extension Proposal.

In exchange for the foregoing

commitment not to redeem the Harraden Non-Redeemed Shares, Inflection Point granted Harraden an option to enter into a forward purchase

agreement (the “Harraden Forward Purchase Agreement”) in connection with the closing of the Business Combination (the “Forward

Purchase Option”) with respect to up to 700,000 Class A ordinary shares of Inflection Point.

Pursuant to the Forward Purchase

Option, Harraden will have the right, but not the obligation, to enter into an over-the-counter Equity Prepaid Forward Transaction (a

“Forward Purchase Transaction”) with respect to up to 700,000 Class A ordinary shares of the Company in connection

with the closing of the proposed business combination (the “Business Combination”) with USA Rare Earth, LLC, a Delaware limited

The Company recorded $ 199,098 loss on issuance of Forward Purchase Agreements and Forward Purchase Agreements liability

reported in the accompanying statements of operations and balance sheets, respectively, on the initial recognition of 700,000 Harraden

Non-Redeemed Shares.

On November 14, 2024, the Company and L1 Capital Global Opportunities

Master Fund (“L1”) entered into a non-redemption agreement (the “L1 Non-Redemption Agreement” and, together with

the Harraden Non-Redemption Agreement, the “Non-Redemption Agreements”).

Pursuant to the L1 Non-Redemption Agreement, L1 agreed

not to redeem (or to validly rescind any redemption requests with respect to) an aggregate of 300,000 publicly-held Class A

ordinary shares of the Company (“L1 Non-Redeemed Shares”) in connection with the shareholder vote on the Articles Extension

In exchange for the foregoing commitment not to redeem the L1 Non-Redeemed Shares, Inflection Point granted L1 an option to

enter into a forward purchase agreement (the “L1 Forward Purchase Agreement” and together with the Harraden Forward Purchase

Agreement the “Forward Purchase Agreements”) which granted L1 a Forward Purchase Option with respect to up to 300,000 Class

A ordinary shares of Inflection Point.

Pursuant to the Forward Purchase Option, L1 will have the right, but not the obligation, to enter

into a Forward Purchase Transaction with respect to up to 300,000 Class A ordinary shares of the Company in connection with

the closing of the Business Combination.

The Company recorded $ 85,328 loss on issuance of Forward Purchase Agreements and Forward

Purchase Agreements liability reported in the accompanying statements of operations and balance sheets, respectively, on the initial recognition

of 300,000 L1 Non-Redeemed Shares.

As of December 31, 2024, the Company recorded $ 435,568 changes

in fair value of Forward Purchase Agreements reported in the accompanying statements of operations.

As of December 31, 2024, the Company

has $ 49,275 outstanding balance under Forward Purchase Agreements liability reported in the accompanying balance sheets.

Note 7 — Shareholders’ Deficit

Preferred Shares — The Company is authorized

to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

At December 31, 2024 and 2023, there were no shares

of preferred shares issued and outstanding.

Class A Ordinary Shares — The Company

is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At December 31,

2024 and 2023, there were 6,200,000 and 0 shares of Class A ordinary shares issued and outstanding (excluding 2,205,349 and 25,000,000 shares

subject to possible redemption), respectively.

Class B Ordinary Shares — The Company

is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each.

At December 31,

2024 and 2023 there were 50,000 and 6,250,000 shares of Class B ordinary shares issued and outstanding, respectively.

On March 8, 2023, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $ 25,000 , or approximately

$ 0.004 per share.

On May 24, 2023, the Company effected a share capitalization of 575,000 , resulting in the Sponsor holding 6,325,000 founder

All share and per-share amounts have been retroactively restated to reflect the share capitalization.

The founder shares included

an aggregate of up to 825,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters.

As a result of the underwriters election to partially exercise their over-allotment option on May 30, 2023, 75,000 founder shares

were forfeited resulting in the Sponsor holding 6,250,000 founder shares.

The remaining founder shares are no longer subject

to forfeiture.

On November 18, 2024, pursuant to the terms of the Company’s

Amended and Restated Memorandum and Articles of Association, the Sponsor, the holder of an aggregate of 6,250,000 Class B Ordinary

Shares elected to convert 6,200,000 outstanding Class B Ordinary Shares held by it on a one-for-one basis into Class A ordinary

shares of the Company, with immediate effect.

Following such conversion and giving effect to the redemption of Public Shares in connection

with the Extension Amendment, as of December 31, 2024, the Company had an aggregate of 8,405,349 Class A ordinary shares issued

and outstanding and 50,000 Class B Ordinary Shares issued and outstanding.

The Founder Shares will automatically convert into Class A ordinary

shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the

holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked

securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable

upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding

after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total

number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or

rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination,

excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,

or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers

or directors upon conversion of the Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a less

than one-for-one basis.

Holders of record of the Company’s Class A ordinary shares and

Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

Note 8 — Fair Value Measurements

The Company follows the guidance in ASC 820 for its financial assets

and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that

are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities

reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid

in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection

with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained

from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price

assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs

and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2024 and 2023, assets held in the Trust Account were

comprised of $ 24,075,435 and $ 258,971,518 , respectively, in money market funds meeting certain conditions under Rule 2a-7 under the

Investment Company Act, which invest only in direct U.S.

government treasury obligations.

For the year ended December 31, 2024, the Company

withdrawn $ 246,916,015 on the Trust Account in connection with the redemption.

From March 6, 2023 (inception) through December 31,

2023, the Company did not withdraw any dividend earned on the Trust Account.

The following table presents information about the Company’s

assets and liabilities that are measured at fair value on a recurring basis at December 31, 2024 and 2023 and indicates the fair value

hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

$ 258,971,518

Forward Purchase Agreement

Forward Purchase Agreements

The Company established the fair value of the Forward Purchase Agreements

using Black Scholes Model that values Forward Purchase Agreements based on future projections of the various potential outcomes, and classified

as a Level 3 fair value measurement.

The following table provides additional quantitative information regarding

the Level 3 fair value measurement inputs at their measurement dates for the Forward Purchase Agreements liability:

At initial issuance At initial issuance

2024 November 14,

2024 December 31,

Stock Price $ 10.79

Expected Redemption Price $ 11.10

Volatility 9.72 % 9.84 % 6.70 %

Term (in years) 0.95 0.95 $ 0.81

Risk-free rate 4.38 % 4.42 % 4.19 %

Probability of Business Combination Close 85 % 85 % $ 85

The following table presents the changes in the fair value of Forward

Purchase Agreements liability for the period ended December 31, 2024:

Forward Purchase

January 1, 2024

Initial recognition at November 13, 2024 of 700,000 shares

Initial recognition at November 14, 2024 of 700,000 and 300,000 shares

Change in fair value

Fair value of Forward Purchase Agreements liability as of December 31, 2024

Note 9 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards

for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major

Operating segments are defined as components of an enterprise for which separate financial information is available that

is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess

The Company’s chief operating decision maker has been identified

as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about

allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one operating

When evaluating the Company’s performance and making key decisions

regarding resource allocation the CODM reviews several key metrics, which include the following:

For the Year Ended

Formation and operational costs

Dividend income earned on marketable securities held in Trust Account

The key measures of segment profit or loss reviewed by our CODM are

dividend income earned on marketable securities held in Trust Account and formation and operational costs.

The CODM reviews dividend income

earned on marketable securities held in Trust Account to measure and monitor shareholders value and determine the most effective strategy

of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Formation and operational costs are

reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination

within the business combination period.

The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual

agreements to ensure costs are aligned with all agreements and budget.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred

after the balance sheet date through the date that the financial statements were issued.

Based upon this review, the Company did not identify

any subsequent events that would have required adjustment or disclosure in the financial statements.

On January 22, 2025, the Company, Mr.

Blitzer and USARE entered into

Amendment No.

1 to the Blitzer Series A SPA (the “Blitzer Series A SPA Amendment”).

The Blitzer Series A SPA Amendment amends

the Blitzer Series A SPA to provide that, instead of 104,167 shares of Series A Preferred Stock, Inflection Point will issue

Blitzer a number of shares of Series A Preferred Stock equal to the number of Blitzer Conversion Preferred Shares in exchange for

Blitzer’s forgiveness of 50 % of the then-outstanding balance of the Convertible Promissory Note.

Amendment No.

2 to Business Combination Agreement

On January 30, 2025, the Company and USARE entered into that certain

Amendment No.

2 to the Business Combination Agreement (“BCA Amendment No.

2”) to, among other matters, set out the proposed

directors of New USARE, address certain other governance matters and modify certain document delivery conditions.

Amendment No.

1 to Sponsor Support Agreement

On January 31, 2025, the Sponsor, the Company and USARE entered into

an amendment to the Sponsor Support Agreement (the “Sponsor Support Agreement Amendment”) to eliminate the provisions providing

for the potential forfeiture of warrants by the Sponsor from the Sponsor Support Agreement.

Series A SPA Termination Agreement

On February 3, 2025, pursuant to a securities purchase agreement dated

January 31, 2025, the Company Fund pre-funded the Series A Preferred Stock Investment by consummating the purchase of 833,333 additional

USARE Class A-2 Convertible Preferred Units and a warrant exercisable for 833,333 USARE Class A Units at an initial exercise

price of $ 12.00 , for an aggregate purchase price of $ 8.5 million (the “Pre-Funding”).

On March 10, 2025, the Company held an extraordinary general meeting

(the “Extraordinary General Meeting”) and the shareholders approved the proposals which was described in more detail in the

Company’s definitive proxy statement/prospectus filed with the U.S.

Securities and Exchange Commission on February 18, 2025 (the

“Proxy Statement/Prospectus”)

Forward Purchase Agreement

On March 11, 2025, the Company and USARE entered into (i) a forward

purchase agreement with Harraden Circle Investors LP, Harraden Circle Special Opportunities LP and Harraden Circle Strategic Investments

LP (collectively, “Harraden,” and such agreement, the “Harraden Forward Purchase Agreement”), (ii) a forward purchase

agreement with Newtyn TE Partners, LP and Newtyn Partners, LP (collectively, “Newtyn,” and such agreement, the “Newtyn

Forward Purchase Agreement”), and (iii) a forward purchase agreement with L1 Capital Global Opportunities Master Fund (“L1,”

and such agreement, the “L1 Forward Purchase Agreement,” and together with the Harraden Forward Purchase Agreement and the

Newtyn Forward Purchase Agreement, the “Forward Purchase Agreements”), each for over-the-counter Equity Prepaid Forward Transactions

(each, a “Forward Purchase Transaction” and, together, the “Forward Purchase Transactions”).

Each Forward Purchase

Agreement amended, restated and superseded in its entirety a separate forward purchase agreements with each of the Sellers, dated March

10, 2025, which had identical terms to those described herein, except that the Reset Price (as defined in the Forward Purchase Agreements)

was not subject to the floor price described below.

For purposes of the Forward Purchase Agreements, each of Harraden, Newtyn and L1 are

referred to, individually, as a “Seller” and, collectively, as the “Sellers”).

For purposes of the Forward Purchase

Agreements, Inflection Point and New USARE are referred to as the “Counterparty” prior to and after the Business Combination,

respectively.

Pursuant to the terms of the Forward Purchase Agreements, (i) Harraden

has agreed to hold up to 892,825 Class A ordinary shares, par value $ 0.0001 per share, of Inflection Point (“Inflection

Point Shares”), (ii) Newtyn has agreed to hold up to 700,000 Inflection Point Shares, and (iii) L1 has agreed to hold

up to 297,669 Inflection Point Shares in connection with the closing of the Business Combination (the “Closing”).

For purposes of the Forward Purchase Agreements, the Inflection Point Shares held by each Seller are referred to as such Seller’s

“FPA Shares.” Each Seller, acting separately and solely for its own account, may, if necessary, (i) reverse its previous election

to redeem its Inflection Point Shares in connection with the Business Combination pursuant to the redemption rights set forth in Inflection

Point’s amended and restated memorandum and articles of association or (ii) purchase Inflection Point Shares through a broker in

the open market from holders of Inflection Point Shares (other than Inflection Point), including from holders who have previously elected

to redeem their Inflection Point Shares in connection with the Business Combination pursuant to the redemption rights set forth in Inflection

Point’s amended and restated memorandum and articles of association.

The aggregate number of shares subject to each Forward Purchase

Agreement (the “Number of Shares”) will be the aggregate number of FPA Shares as notified to Counterparty by the applicable

Seller, but in no event more than such Seller’s number of FPA Shares set forth above.

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 9A. Controls and Procedures